A Beautifu New Age
by jesus.gonzalez21
Summary: To make it clear, I don't own this story. From FimFiction, JDPrime22 said I can borrow his stories to put on this website. This story begins when two worlds come together to save a magical one from a evil robot that is planning to destroy it. More stories will come.
1. God's Windup

ACT I

Heroes Fall

"Technology is nothing. What's important is that you have a faith in people, that they're basically good and smart, and if you give them tools, they'll do wonderful things with them."

—Steve Jobs

"_Is that the best you can do?!"_

Was it?

Was it really?

Iron Man planted his palms into the rising earth, thinking of those words over and over again.

Was that the best he can do?

He _did_ say it was, that _this_, this right here was indeed the best he can do. And yet, as the weight of the world fell upon Tony Stark's shoulders, pushing him down further and further with each drone sent their way, he knew now that it simply wasn't.

This was not the best he can do.

Not by a long shot.

He had created him to do so much more. God…

His suit was slowly beginning to wade. Power levels were dangerously low, and it didn't help the fact that the seemingly endless army kept coming for them, never stopping, never halting. They just kept coming. Endless. Horrible. The Mark 45 wouldn't last much longer on its own, on his own. Stark wheeled his head over to the right, squinting behind the mask to witness more drones come his way.

Thank God he wasn't alone.

With every hundred more sentries sent their way, the piles of bodies merely rose in height and weight. Tony Stark could see, could actually _feel_ the force of the attack he and his team were destined to fend off. Nothing could get through them. They just could not let that happen. They stop the enemy here…or they lose everything.

Again, Tony Stark didn't know how many times he thanked God that awful day. At that point in his life, Stark didn't even know if He was listening anymore. After all he had done, all the promises he had made, could he keep just one more? Maybe. It was hard for Stark to keep a promise, especially now of all times.

Could he keep a promise to them? His team?

Himself?

Only one way to find out.

It was already too much of a blur for Stark to point out positions. So, whenever they appeared in front of him, that's when he acknowledged their presence.

Standing high and mighty amongst the piles of dead sentries stood Steven Rogers, or Captain America as many knew him by. The old man held his shield tightly in his right forearm, swinging madly and ramming the star-spangled shield against the head of any robot that drew near, launching them backwards and dead before they hit the ground.

Pistol shots rang out in the air of searing metal body parts and lightning strikes, the shots only belonging from Natasha Romanoff. The Black Widow dipped and ducked away from the swings of the deadly sentries, only to appear from behind to send a bullet into their unsuspecting heads. Her lovely orange hair swayed and bounced as she fought, her skin-tight suit adding to her curves as she kicked and punched without mercy. Like a spider, so much like a beautiful creature, yet deadly in every which way.

Tony nearly missed the arrows flying over his head, impacting the skulls of the flying sentries, their bodies hitting the concrete with dark eye sockets. The arrows were right between the eyes. The perfect shot every time. Bringing his gaze over to the source of the attack, Tony watched with heavy breaths as Clint Barton held his own against an army that was crawling at his feet, his distance slandered and breaking off his comfort zone.

Oh, well. They had all left their comfort zone behind long ago.

The lightning strikes from before came back, stronger than ever from what Tony could remember. Blue shards of heaven's might rained amongst the team of warriors as a protective shield, all leading together to join Mjølnir, the weapon of the gods. Speaking of said god, Thor slammed his hammer to and fro at every miniscule sentry that tried to get too close to him. They broke apart at the God of Thunder's might, their metal skin raining around Thor's face like glass shards.

Standing behind Thor, the twins were up to their usual chaotic nature. Pietro Maximoff was here and there and up and down and everywhere Tony could keep a good look at him before he felt dizzy and too lazy to keep track anymore. Wanda Maximoff, the Scarlet Witch, swung her hands out madly, the red haze from her fingertips ripping bodies to pure putty.

Flying high and above, the area Tony once proudly commandeered, was the reincarnation of the AI, the android that was meant to be Earth's undoing, now willingly risking his well-being for the path of life. The Vision. His power was unmatched, his strength unprecedented. His fists phased through the bodies of the flying sentries with no effort whatsoever. Body limbs rained from above, joining the piles alongside the others.

Last and certainly not least, there was Bruce Banner.

Hulk.

He bit down on a sentry and ripped it apart, spitting the metal into the concrete.

Yeah. That was pretty much the picture Tony could have explained.

His palms came together into fists, pushing harder into the earth despite the tremendous amounts of pain he was feeling. His suit may have been protecting him, but how long could it last? Like his body, so much like his mind and skin, his suit was close to breaking apart. The flood of sentries kept on coming, swarming from all sides and forcing Tony's team in a circle formation within the church's confines.

They were all protecting one another, themselves, and the device that sat in the center of the holy dome.

The device that would prove to be the destruction of mankind.

Not one sentry could get passed them. Not one.

There were still hundreds more.

They needed his help. His team, his Avengers, they were struggling to hold the line for the safety of life. Tony Stark gritted his teeth, forcing himself to rise to one knee. Sparks danced off the cuts in his armor, static flickering inside his helmet's view of the world. A soft, yet stern feminine voice echoed through Stark's ears as he continued to stand, despite the warnings of his suit.

"_The Mark 45 isn't going to take much more of this,"_the voice said, earning a grunt from Stark as he eyed the next wave of sentries fly over the rubble and into the church. _"Would you like me to direct all preservative energy to the armor?"_

"No thanks, Friday," Stark grumbled beneath the mask, his eyes flickering upwards to stare at the lone bot hovering above all the others. Its red eyes narrowed, as if coming in contact with Stark's heavy glare, as if it could actually see the emotions flicker through Tony's face.

And then it charged.

"Direct all energy to the repulsors!"

"_But—!"_

"Now!"

He had enough.

After everything he had witnessed, all the horrors and travesties the enemy was capable of, he simply had enough. He would stop them here, with his army, with the ones he brought together for the final showdown between good and evil, peace and destruction. They lose here, they lose absolutely everything.

Ultron simply had enough.

His thrusters pushed him forward, instantly coming into contact with his Vision. The android never saw it coming and hardly had any time to counter his forward attack. Ultron and Vision danced in a flurry of punches and slashes while in mid-air, the other Avengers seemingly lost in a sea of sentries directly beneath them.

With a grunt of effort, Ultron blasted his Vision to the far-off wall, the android impacting with a dull _thud_. The Vibranium-based beast of Stark swooped in for another charge, but was instantly blown back from the golden rays of energy erupting from the Vision. The power of the stone within the mind of his creation was almost too strong for Ultron to handle, and he felt himself being pushed backwards despite his will. It was almost too powerful for him to counter. Almost.

_But not nearly powerful enough._

He quickly swiped with his left arm, deflecting the golden beam and pointing his right hand outwards. The concussion blast rang out throughout the floating city. Red blasts of electrical plasma fired from Ultron's fingertips, delivering a swift hit right into Vision's chest. The effect was instantaneous, giving Ultron enough time to charge again, but this time earning a well-deserved victory.

His fingers coiled around the android's throat. Barely giving notice to the Vision's features of pain, Ultron flew down in a perfect dive-bomb of precision and execution. He landed directly in-between Thor and Wanda, his Vision taking every bit of the painful crash.

His presence seemed to capture quite the attention, as it always should. Both Thor and Wanda turned his way, their eyes wild and full of energy. Ultron stood and planted his foot against the Vision's chest, successfully keeping him down with only a few gasps of pain escaping his jaw. He turned to face Thor. He smiled.

The God of Thunder swung with his hammer aimed clearly for the AI, completely forgetting about the other sentries approaching from behind.

Just like that. With one, miniscule, second of an opening, that's how easy it was for everything to fall apart. The team of heroes had created a perfect fight, a perfect balance with each member performing their part to the fullest extent of their power. If any of them broke that balance, removed just one stone from the structure, it would all come crumbling down in the worst possible way.

Thor was swarmed and engulfed in Ultron Sentries before he could react. It was that fast. That un_believably_ fast.

As the Son of Odin fell, so did the others. One by one, Ultron watched with a growing smile as his army pushed forward during the enemy's faltering, ultimately bringing down each Avenger. Down-to-earth, both metaphorically and physically. Down where they belonged. On their knees. So beautiful.

Wanda turned to face Ultron, her fists glowing fiercely red and ready to strike the one she might have called a friend, but unwillingly prepared for the next wave of sentries overcoming her. Even with her dark magic, the drones overcame her body, prying at her face, arms, legs, pushing and pulling, scratching and punching. Screaming.

For mercy.

So beautiful.

The screams caught on, capturing the attention of a certain Super Soldier.

Steve swung his head over to the direction of the screams, eyes instantly widening at the sight. "Wanda!" he cried, dodging and leaping over oncoming waves of sentries to the screams. He saw her hand sticking out of the pile, her face crowded within the blue lights and metallic limbs. He reached out for her, his fingertips gracing hers.

Ultron clotheslined him.

Steve performed a backflip from the force of the hit, ultimately landing flat on his chest. The captain was overcome the second he was down, Ultron Sentries swarming from all sides to keep him grounded. Still, he fought on, kicking and swinging his shield back and forth, but unsuccessfully regaining his footing.

Eyeing the fallen captain dangerously, Ultron turned his attention back to the Vibranium detonator, the device remaining unguarded from his position. He had successfully defeated a small portion of the Avengers' defense, leaving them open, ready for the final strike.

Agent Barton, Romanoff, Doctor Banner, and Pietro remained, doing battle against the sentries directly in front of them. They would never expect the hundred others stabbing them right in the back. And they never did.

_Take them all. Leave the core for me._

Ultron's order carried on through every sentry he designed from hand. Just like that, through that small opening he created, his army flushed past him in a stampede that couldn't be stopped, successfully trampling Thor, Wanda, and Captain America.

No one would've guessed that Ultron created a path that cleared the area where Wanda was lying.

Yet they rushed by, continuously and on and on. Both agents spun around, firing off a few rounds and arrows before being tackled themselves and falling at the foot of God's holy house. The Hulk raged on, more and more bodies raining and piling on top of him, only to be flung back and destroyed on impact from the beast's never ending strength. Most of Ultron's forces kept the Hulk busy for the time being.

Pietro…

All that could be seen of Pietro was his silver blur, searing drones apart and leaving nothing but their torn bodies falling to the ground.

It would not be long before Pietro turned his attention to Ultron, especially after what he did to his little sister. He needed to act now.

The path in front of the AI cleared, leaving a straight shot straight to the core. Wanda Maximoff lay amongst the path, her clothes torn and blood splotched across her frame. Her chest heaved in and out, eyelids soon to fall like the piece of land she lied on. For some unknown reason, she managed to keep her eyes open long enough for Ultron to stroll past her.

All he offered, all he could ever offer to her was a longing stare, contemplating the choice and the friend he hoped still lied to his right. He hit the device now, there was no turning back. He would fly off and survive, and humanity would reach its long-deserved end. But at the cost of so many lives…Wanda and Pietro would join them. He hit the device now, they died.

He didn't and all he worked for would be for not.

Ultron closed his eyes, gritted his Vibranium jaws, and stepped forward, his right hand outstretched for the core. He immediately brought that hand back to capture Tony Stark in mid-air and slam him into the ground.

And so he fell to one knee, his right hand clasped around the metallic throat of his creator. Red eyes stared into blue, two different personalities built upon the same aspect yet infected in the worst possible way coming together. Tony reached forward and pressed his palms against Ultron's forearm, struggling to push the AI off of him. Ultron would not move a centimeter.

"Friday, repulsors anytime now would be great," Tony growled beneath the helmet, his eyes still latched with Ultron's. The sun shone heavily behind Ultron's structure, sending a heavy shadow to cascade across Stark's body.

"_Transferring all direct energy flow to repulsors…"_

Her voice, though without form, gave Tony the idea of a young woman staring at him with eyes of dread, as if giving him the grave news Stark never wanted to hear.

Ultron sneered, tightening the grip around Stark's throat, surprised to notice that his fist was actually beginning to crush the metal. "You just transferred all the energy from your armor's defenses to your repulsor blasts," he said, the tones in his voice making it seem as a statement and not as a question.

Tony's lips quivered as his eyes switched from the longing bar to his lower right and back to Ultron smiling down at him. The grip around his throat tightened ever so more, making Tony gasp for the air he was quickly losing grasp of.

"You really believe, don't you? You still believe that your attempts at retaliation are going to help?" Ultron asked. When Tony didn't respond, Ultron brought back his right palm with Stark still grasped within his fingertips and slammed him right back down. Stark gasped for air, eyes nearly bugging out of his skull.

After a few more heated breaths, swarms of Ultron's legion flying overhead, Stark managed to say, "It's better than doing nothing."

Ultron chuckled at that, finding it quite humorous.

"On the contrary…" he told Stark, raising his left hand outwards. Stark's eyes grew wide, shifting from the hand and back to Ultron's horrible gaze, the red eyes holding every bit of darkness that Tony Stark never wanted to see again.

Ultron smiled, the fingers on his left palm flexing and relaxing.

"Even with your forces of evil, even with my Vision aiding your dying cause, even with all the innocent blood shed this day…you would have all been better off just doing nothing to prevent the inevitable."

"_Transfer complete, Boss."_

"When it all falls down…this is where I build my church."

Tony Stark released his grip from Ultron's forearm, his palms glowing fiercely blue with the intention of decimating the AI standing above him. But he was too late. Too damn late. And the worst part of it all was that he could not do a thing to stop it. Not a thing.

Ultron slammed his left palm down on the core. And like removing the bottom stone from the towering structure, Novi Grad fell.

The world just seemed to vanish from beneath them. Dust and rock began to float, filling the air, blinding all the soldiers in the battlefield. Every bit of fighting ceased at that point. Ultron Sentries were caught in mid-swing, trapped within the force of nature as the earth below them simply dropped. It was as if time had stopped, and no one was capable of controlling the outcome.

All except for Ultron, whose eyes were closed and mind drifted away.

Tony Stark looked around, noticing the crumbling of the battleground. His team was hovering, as were the sentries, the rocks, and everything else around them. He somehow managed to capture the facial expressions of his fellow Avengers. Wanda was practically flying, her eyes staring up into nothing and her face etched into a state of absolute shock. Her hair flowed aimlessly in the dust, adding to the horrific canvas of war.

He brought his attention back to the AI. His eyes were still closed, a peaceful expression on his metallic features.

The Vision rose up from behind him, his cape flowing.

Tony checked his repulsors. Full power.

They already lost.

He shot Ultron in the face. Twice. With both palms.

Screw it.

The blast knocked Ultron backwards, landing into Vision's arms and bringing the two into aerial combat once again. Tony Stark rose up and planted himself into the ground, his fingers clawed into the earth that tried to fly away from him. He eyed the two flying overhead.

As if the world simply didn't exist around them, the two battled in the falling city, their skirmish only staying within the church's remaining confines. The android swung wildly with his right forearm, but the AI ducked, rearing up and jamming his fist into the jaw of his Vision. He flew back, his eyes shut tight in a showing of pain. Ultron rammed him, planting him against the church wall and chucking him back to the ground.

"No more slaves of Stark! You don't deserve that freedom!" Ultron screamed and dive-bombed the Vision.

He landed on the Vision's chest with a powerful _crunch_, his knee pushing the android further into the ground, large cracks appearing underneath him. Vision was in a daze, his mind growing fuzzy. He barely kept his eyes open long enough to witness Ultron reaching for his forehead.

His fingers coiled around the stone. For the first time in his life, the Vision roared in pain.

"Pietro!" a female voice cried within the madness.

In an instant, a silver blur drove straight through waves of floating sentries and appeared by the young woman's side, capturing and cradling her in its embrace. The woman was not done yet, and with her body encased within the safety of her kin, her red eyes set on the target, she twisted her fingers until a red haze fell across the atmosphere, entangling both Ultron and the victim beneath him in its fierceness.

The dark magic wrapped around Ultron's body, causing him to gasp in shock as the evil swarmed through his circuits. They flowed in and out of his body, traveling through his limbs, tearing them and approaching all that was connected.

His hand was still on the stone.

The telekinesis did not stop.

It went straight into the Infinity Stone.

"_Scans show the Vibranium detonator has just activated propulsion thrust on Novi Grad. The city will impact the Earth in less than a minute."_

"Tony!"

"What?"

"_The estimated trajectory and speed of the city will create a blast radius large enough to wipe out all life. I'm sorry, Boss. You tried your best."_

"Stark!"

"Give me scans of the core! There's gotta be a weak point somewhere!"

"_Scanning now…"_

"Stark, listen to me!"

Tony flashed his gaze across the landscape, eyeing his fellow Avengers during the fall. Several deactivated sentries hovered a few feet above the ground, which at that point had become a desolated chard of concrete beneath his feet. He could see Steve, Thor, and Banner managing to find their footing and keep themselves locked to the ground with Steve ramming the tip of his shield into the concrete and Thor doing the same with his hammer. Banner, much like Stark, dug his fingers into the concrete, refusing to let go.

That left Romanoff and Barton, the two hovering several feet above the ground with looks of shock and terror etched into their expressions. Banner brought his gaze over to Romanoff, roaring and reaching out for her. He was so far away. Tony didn't even know what happened to the twins. He turned to spot Ultron with his body frozen, red clouds swarming across his Vibranium exterior. The Vision was beneath him, the same dark clouds engulfing him, infecting him.

That same voice from before returned, the voice belonging to Thor.

With grime and dried blood across his face, Thor shot a ferocious look over to Stark. With his right hand gripped tightly around Mjølnir, he brought up his left arm and pointed it towards the device.

"We have no other choice!" he shouted over the rushing winds and cracking earth. "Destroy the core! We…we need to wipe out this ground!"

"That'll kill everyone on this damned city!" Steve shouted, gripping onto his shield for dear life.

A spear shot through Thor's breastplate and pierced his heart, bringing him closer to reality. Thor brought his wounded gaze over to Steve Rogers, the look in his eyes being all the hurt and pain he possibly could've shown the captain. Steve seemed to share the same feelings, his glare softening but still grim, still far from truly accepting the aftermath.

They destroy the city now and hundreds of innocent lives would be lost, including their own.

They don't and humanity is doomed.

Hulk roared in pain, his massive fingertips gracing Natasha's fragile ones.

"_Scans complete, Boss. Overloading the core with enough energy will be enough to pierce the inner components of the machine. You're going to need an intense amount of pressure applied directly to the Vibranium detonator in order to breach the core."_

Tony Stark breathed in.

They do nothing…and they lose everything.

_Not this time._

"Like the god said! Destroy the core! Thor, I'm gonna need you to bring in the lightning!"

Tony Stark shot up, his feet bursting to life and sending him straight down onto the device, his metallic fist connecting with it. Even with the powerful hit, his strike did nothing to affect the detonator. Steve watched on with horrified and somber eyes as the Hulk forced himself to rip away from Natasha and jump onto the device, his large fists ramming down on it.

Massive cracks burst around the device from Banner's strike. The Hulk roared in fury, bringing his fists above his head for one more hit.

Ultron, still covered head to toe in red serpents ripping away at him, lifted up his left palm towards Banner. He gritted his teeth, eyes burning bright red. His fingertips sent a deadly concussion blast and hit Banner directly in the chest, sending the beast backwards.

Ultron began to smile…but it quickly died.

The sun had faded away.

Dark clouds rolled overhead.

"Forgive me, my friends!"

The Son of Odin leapt through the dust and smoke, lightning striking down straight onto his hammer. He roared a roar mightier than that of the Hulk and brought Mjølnir down on the head of the device, straight onto the core, deep into the earth, and all throughout the falling city.

Lightning, nature's destructive force, coursed throughout the city. It impaled surviving Ultron Sentries, turning them to melting scrapheaps. It electrified what remained of Novi Grad, tumbling skyscrapers and cracking the earth. It soared through the flesh and bone of each Avenger, earning several cries of pain.

The lightning tore across the landscape, completely eradicating the massive device beneath everyone's feet and wiping out the thrusters Ultron had constructed. The AI flashed violently as heaven's might ripped apart his body and mind. The same could be said for Vision, as he too was engulfed within the electrified attack. His body was torn, his strength depleted, and his mind…

The dark magic fused within the Mind Stone.

The lightning struck his forehead.

The Vision had gone dark, the stone burning bright.

The Avengers were caught within the fall, within the blast of the Mind Stone that warped time and space. Their cries were long since forgotten as the crumbling city fell to the depths of the ocean waiting for its inevitable arrival. Chunks of the city landed within the sea, creating massive tidal waves that spread through Sokovia.

And then all was silent.

As the storm clouds settled and the last bit of earth fell to the ocean, silence returned to the landscape. There, however, was no one else.

Not a living soul.

Not one.

"Alright, Bon Bon, where do you suppose the best place to eat lunch is?"

A contemplating frown transfigured across Bon Bon's features, her jaw tightening around the small picnic basket handle held between her teeth. She squinted, her left foreleg rising to rub her chin as if in deep thought.

She spotted Ponyville Park just over the bridge. A small grin tugged at the Earth pony's lips.

"Les head oher dere! At Honyhille Hark!"

Lyra Heartstrings gave a hearty giggle, lifting up a foreleg to try and hide her smile, but failing at doing just that. She brought her golden gaze over to Bon Bon, the poor pony staring at her strangely.

"You should really stop trying to talk with your mouth full, Bon Bon," the unicorn told her friend, the greenish gray mare dropping the basket right by her hooves. Lyra continued on with Bon Bon continuously frowning at her.

"Come on then, slowpoke! We might miss some perfectly good benches!"

"Excuse me, but I believe it's _my_ turn to choose where we eat lunch this time," Bon Bon quickly stated to the fading Lyra. In an instant, Lyra returned to be just about nose-to-nose with her friend, a questioning expression screaming through her eyes.

"Um, no, you got to choose last time, and that last time was possibly the worst spot you've picked in weeks! How is it that you got all the shade and I was stuck in the sun for two hours? Getting back at me, _eh_? Coincidence _much_?" Lyra questioned, her eyes narrowing.

Bon Bon shared her actions. She nearly gasped, saying, "Don't tell me you're still peeved about that whole thing? I said I was sorry!"

Lyra was about to respond, possibly with an infuriated scoff, but simply lost all the breath in her lungs when a ball of fire crashed right in-between them.

The world spun completely upwards. Bon Bon didn't know where she was anymore. All she could feel was the impact of the dirt against her back, chest, forelegs, and practically everywhere else on her body as she tumbled and rolled across the road. As she came to a rest, Bon Bon's eyelids fell with hurt etched into her face, every wrinkle spelling a new definition of pain the mare had never felt.

The screams came quickly.

Groggily at first, Bon Bon opened her eyes and lifted her head to see the same ball of fire skip across the road like some stone throne against a lake's surface. It quickly shot upwards from an uneven bounce, impacting Ponyville's clock tower and finally coming to crash within the confines of the village. The clock tower fell in a burning blaze of glory, eliciting more screams of terror from within the town.

"Bonny!"

Turning towards the direction of the familiar voice, Bon Bon was greeted to a face filled with mint green and golden orbs of worry and terror. Dirt and dust coated Lyra's face, but she didn't care one bit. She bit her lip, tears threatening to form as she continued to eye the injuries her friend had acquired.

Lyra leaned down, using the back of her head to push Bon Bon up.

"Bonny, are you okay? Oh, Celestia, please tell me you're okay!" Lyra cried, struggling to push the mare back to her hooves while carrying her own injuries. Luckily, and thankfully, Bon Bon stood back up with Lyra's assistance, though a bit wobbly at first.

The Earth pony leaned into her friend's embrace, letting the unicorn wrap her foreleg under her chin and bring her in close.

"I'm fine, Lyra…but…" Bony Bon wheezed.

"B-but w-what?"

She stared down the charred dirt road, eyes narrowing on the rising cloud of dark smoke behind the wooden buildings.

"Ponyville might not be."

Unsure at first, Lyra shifted her gaze from her injured friend and onto the tower of smoke Bon Bon had pointed out. With a simple gulp and her injured friend leaning onto her for support, Lyra nodded and said, "Alright, let's go check it out."

"Come on then, slowpoke," Bon Bon chuckled, barely pushing off of Lyra and managing to stand on her own. Lyra's smile returned, glad to see her friend hadn't lost any bit of herself, well, the part of herself she was trying to keep under wraps, anyway.

She didn't need to keep it under wraps. She was still the same old Bon Bon that Lyra knew.

Limping side by side, the two best friends made their way into Ponyville, leaving their scorched lunch behind, alone and forgotten. Their journey was short, yet the tale was so much more powerful than the two could've ever imagined. Whatever the fireball was that came from the sky, it had sure done a lot more damage from what they had seen earlier.

The clock tower was the first thing the two mares saw once stepping hoof into Ponyville. A massive hole remained on the outer walls, fire still burning what remained. The two made sure to keep their distance, mostly Lyra just following Bon Bon. The strange mare seemed to have more expertise in the kind of situation they were in, far more than Lyra could've had.

Once they limped past the small crowd growing around the burning clock tower, they came into contact with the larger crowd circling the area where the tower of smoke was emanating from. Bon Bon snorted in annoyance, turning to Lyra for help. The unicorn nodded, forcefully pushing ponies away and creating a clear path for the injured mare to safely make it through.

"Excuse me! Pardon me! Really important mare coming through! Not talking about me, but I'm her best friend, so yeah, I'm kinda important too. So back away and let us in!"

Bon Bon rolled her eyes, wincing in pain only when she would apply pressure to her right foreleg. Lyra wouldn't stop screaming and shoving innocent bystanders away. The Earth pony frowned and opened her jaw to speak out, but once again lost all the breath in her lungs once she realized they had made it to the front of the crowd.

There it was.

The fireball that had nearly killed them both.

It wasn't made of fire. It wasn't even a ball.

Whatever it was, the dirt simply exploded outwards from its crash, leaving a decent-sized hole in the earth. Lines of small fires trailed the crash, leading up to the hole filled with shredded red metal and dust. The crowd was murmuring quite loudly, trying to pinpoint what exactly was strong enough to make such an impact. Bon Bon was wondering the same thing. It could've easily been some kind of flaming projectile flung from the Everfree, presumably from a dragon. It wouldn't be the first time Bon Bon had heard of such an event.

However, the red metal was definitely a new one.

The dust settled. The crowd gasped. Lyra had practically fainted in Bon Bon's hooves.

Sticking straight out from the pile of dirt and torn metal was a hand. A metallic, red hand with a ball of light attached to its palm.


	2. No Strings Attached

"Does anything make sense anymore?!"

Princess Luna may or may not have screamed that out loud upon entering her older sister's dwelling.

The sudden outburst did three things; the first being slamming the door open so hard it created cracks on the wall, the second causing Philomena to screech in terror and start flying across the room, knocking over paintings and ramming into walls, and the third causing Celestia to slowly turn around and eye her sister questioningly.

Luna seemed completely oblivious to the chaos she had stirred, her eyes wide and kept strained on her sister. Celestia—far too tired to allow the commotion to go unsolved—focused a small portion of her magic to subdue the spooked phoenix. The petrified bird stopped in mid-air, her body encased within a golden glow. She was set down back on her stand, shivering slightly as the golden light left her body. Philomena closed her eyes and fell back into slumber as if all that had occurred hadn't.

Princess Celestia brought her attention back to the bright sun. Her horn glowed brighter than it previously had with all of her magic focused on one act. The letter beneath her rolled tightly on its own as Celestia pushed her unending magic on a simple spell. The letter vanished, presumably to be transported to its expected destination to the Mayor of Fillydelphia's office.

Celestia sighed, levitating another letter and rolling it up. "For as long as I have lived, Luna, I cannot answer that question."

"Dear sister, I can assure you of the phenomenon I speak of is worth your attention. You just need to step outside and witness the event for yourself!" Luna practically pleaded, her breast heaving.

"What kind of event are you speaking of, Luna, that would require me to interrupt my royal duties, and you of your slumber?" Celestia asked. She rolled up another scroll and had it vanish into nothing, transported straight to Dodge Junction.

It was nearly ten seconds before Luna answered, and Celestia was already staring back at her, her expression now worried.

Luna's eyes grew cold, as did her breath, as did her voice, as she finally spoke.

"I cannot say that I have witnessed a meteor shower in broad daylight."

The castle doors burst open, two Alicorn sisters stepping outside to witness the meteor shower for themselves. The two guards stationed by the front doors hardly even paid much attention to their superiors, instead finding their eyes latched onto the blue heavens.

It was perfectly fine. Celestia and Luna didn't give them much attention either. Instead, they all stared up, straight up to the sky.

It was just as Luna had explained. Well, partially explained.

Hundreds. Hundreds of blue lights tore across the early noon skylines, creating a type of "meteor shower" that could indeed be seen during the daylight. They fell from nothing, behind the light clouds hanging just above the mountaintop. From there they began their descent. Blue streaks as long as even the mightiest of comet tails fell across the sky, capturing the attention of the entire capital.

Prestigious ponies from all across the city halted their daily routines of sipping tea or shopping to gaze wondrously into the clouds. Even from where they were standing, both Celestia and Luna could see a fairly large crowd growing by the numbers in the streets ahead of them.

Well, things didn't seem to be causing any harm. The event was strange, sure, but so far it seemed to be just an average meteor shower. It, of course, would need some explanation, possibly the work of the Royal Sisters finally being needed for a strange series of events that could have triggered the phenomena falling above them.

As long as it wasn't causing any harm, then there was no need to take immediate—

One of the lights impacted a nearby building, spewing bricks and screams across the streets.

That's where it just started.

One at a time.

More and more of the strange meteors fell towards Canterlot, slamming into numerous buildings and causing a great panic to arise from the citizens of the fair capital. Luna gasped sharply, Celestia's gaze simply turning cold and worrisome. It wasn't long until one of the meteors landed directly in the Canterlot Gardens, creating quite the impact with dirt and such flying into the air.

Whatever part of the crowd wasn't losing their minds turned their attention to the gardens, quickly making their approach.

Celestia acted quickly. "Private, alert nearby squads to the Canterlot Gardens immediately. Keep any and all bystanders away from the crash site."

The guard to the Alicorn's right nodded, spreading his wings and taking off. Luna faced the only remaining guard to her left.

She said, "Assert the damage Canterlot has faced at once. Gather your squadrons for search parties near and around the crash sites within the city to make sure there were no wounded. Alert the Lunar Guard to stop anymore meteors from landing in the city. "

As the second guard disappeared in a flash of light, Luna turned to face the gardens once more, her eyes almost as dark as the rising cloud of smoke building behind the trees and bushes. Without even turning towards her sister, she asked, "What are our priorities then, sister, if our guards see to the major threats?"

Without a second thought, Celestia made her way down the stairs of the castle, only stopping for a second to answer her sister.

"Investigate."

Spreading her wings and taking off, Luna led the way with Celestia following her actions shortly. The two arrived to the scene of the crash fairly easily, landing several yards behind the already massive crowd grown like weeds surrounding the smoke tower. The Royal Guard arrived soon enough and forcefully shoved the crowd aside to make way for the two rulers.

Screams and complaints assaulted their eardrums, but they paid them no heed as they cautiously approach the large crater. Their hooves soon left the comfort of grass and impacted dirt and rock as they drew nearer, the questioning cries of the ponies around growing stronger.

And then they stopped.

The two sisters stared into the fog within the crater.

For seconds on they just stared. The crowd slowly began to fall silent, and in that silence Princess Celestia finally began to act.

Her horn shined brightly, clearing the dust and smoke and bathing the area in her illuminating glow. Several, unified gasps escaped the crowd, numerous ponies falling back into the hooves of others in shock. Even the guards lined around the crowd stood slack-jawed at the sight of the figure within the crater. Luna, out of all the equines there, took a step forward, her jaw clenched and eyes narrowed.

Celestia's horn fell dark. As did her heart. As did her view on the aspect of reality.

It was no meteor.

It was torn to shreds.

Its red eyes faded to blue, and then back again.

Through the smoke and ash, felled alongside the streaks of light tearing Canterlot apart, within the crater, it spoke.

No. It didn't speak.

The crowd had completely fallen silent, and all they could make out from its voice was a single croak, a single message, a single speaking.

No. It didn't speak.

It _sang_.

It sang in a dark, twisted voice, muffled in death.

"_I had…strings…but now…I'm…free…_"

And then it was silenced.


	3. That Guy With A Bow

The Hawk opened his eyes and pleaded for air.

In and out. In and out. His chest begged for breath, longed for the oxygen to soothe his dying lungs that desperately needed a lifeline. In and out. Like swift daggers, daring arrow tips, his eyes scanned his surroundings as quickly as humanly possible.

Light broke through the tree branches directly overhead, falling down to grace portions of his body that weren't encased in darkness. The cries of woodland birds assaulted the man's eardrums, painting a pretty heavy picture already forming within his mind. He felt around, fingertips grazing dirt and grime directly beneath him.

He was in a forest.

Cringing and lifting up his head, the Hawk eyed rows upon rows of dead trees ahead and to his sides. Yep, definitely in a forest.

But how?

He laid his head back down onto the dead leaves and dirt, recollecting as much memory as possible. The broken lights behind the tree branches offered little help on remembering. That was all the help he needed. The sun tore through the weak clouds upon the floating city of Novi Grad. Ultron Sentries all around them, threatening to break through the line, and successfully doing just that.

He remembered falling.

And falling and falling and falling.

And then nothing.

Now, he was lying on a forest floor with a bad neck.

The Hawk tried to sit up and hissed in pain.

Correction. Bad neck, back, torso, and everything else.

He lied back down, his eyes wandering about and breath shallow. He couldn't stay there forever, his instincts told him otherwise. He'd need to find some help or fix himself up rather than just become easy prey when the sun set. On any average day this was no problem. He could walk out of any forest and no doubt survive in one with just a holster of arrows and a bow by his side.

This was no average day. He just got back from the end of the world, only to find out that the sun was still shining and birds were still singing.

Did the city hit? Hopefully not. He just…couldn't seem to remember what happened after Thor struck the device.

Dammit, he needed to get up and start looking for some help.

Gritting in absolute agony, the Hawk pushed down and sat upwards, hissing through grinding teeth. A satisfying crack flooded through his spine, but that didn't stop the rest of his body that still hurt. He flipped over onto his chest, pushing up off the ground and allowing his knees to press against the earth. So far, so good.

He felt his strap across his chest, which only meant that his quiver was still in place. That just left his bow. He eyed the area to the right of him, sight landing on the black strings only belonging to the recurve bow lying in the dirt.

The Hawk reached for his weapon but stopped.

His eyes captured a sight he thought he wouldn't see.

Hell, he'd recognize that black suit anywhere.

"…_Natasha_?" Clint Barton gasped.

The unmistakable form of Natasha Romanoff didn't respond. Now there was a reason to ignore the pain.

Scrambling forward, clawing at the dirt with his fingertips, Barton hovered over to her body, instantly taking notice of the cuts and bruises across her face and body. Her suit was torn with several cuts on her arms and body, but still held together to cover her. His eyes scanned up and down, his finger finally finding its place right under her jaw bone, pressed firmly against her neck.

A soft and very faint _thump_. But still there. Still alive.

He breathed out, sighing in relief. Lifting up, Barton pressed his right palm against her cheek.

"Romanoff… Natasha, can you hear me?" he whispered, sweat beginning to form against his brow. She didn't respond, the only form of life coming out of her being a very weak exhale through her nose. Yes, Barton heard that.

He snorted, eyes focused, nodding. "Good enough," he said and scanned the forest fauna once more. Rustling bushes, soft winds blowing across the dead grass. The identified sound of birds screeching high above. The darkness of the forest eyeing him and her, their prey. Cautiously, viciously.

They were being hunted.

Not yet, but soon enough.

Time to go.

Reaching over, Barton plucked his bow off the dirt and flung it across his shoulder, sliding it perfectly so his string was pressed firmly against his chest. Next, he stood to one knee, reaching down and lifting Romanoff's practically lifeless body up by the arm and taking that arm to drape it across his shoulder.

"We need to go…" Barton wheezed, taking the first few, painful steps forward to where he presumed to be the edge of the forest. "We need to go now, Natasha. No stopping…no whining…no…"

He just couldn't force himself to carry on that sentence. With every painful, excruciating limp forward, Barton could feel the weight of both his injuries and Natasha's unconscious form pushing him down further and further. His hearing picked up more sounds, more rustles, more metal scraping against bark.

"No stopping…no stopping… We need to…we need to…"

His leg gave out, causing him to crumble right into a bush. Barton yelped in pain, dropping Natasha in the process and falling flat on his chest. Her body disappeared within the nearest pile of thorn bushes, and Barton tumbled and rolled until he hit water.

He splashed face-first, immediately pushing himself up to avoid breathing in river water. The stream flowed aimlessly past his wrists, causing him to open his eyes once he was certain the water was out. His hearing was back soon, in both ears, as the water slowly flowed out.

He caught something.

Not rustling. Not begging breaths. It was…soft.

It sounded like…singing.

And it was close.

So very close.

Gritting his jaw, he turned his head over to the left where a large hill graced his sight. Behind the hill, however, the singing grew stronger, sounding as if it belonged to a young woman. Age…possibly being around eighteen or younger. He needed to get in closer. He needed to get her help.

So he forced himself to stand through every cry his body wailed against him to fall back down. First step forward, straight through the shallow river and closer to the hill. The singing was already louder. The woman had to be close, had to be directly over the hill. Another step forward. Closer and closer.

Sooner than later, Barton found himself pressed heart beating against the hillside. He clawed his way up to the top, dug deep and forced every last bit of strength left to push himself. His mind was fading, darkness creeping in at the edges of his vision. Just a little bit more. Little, tiny bit more…

He had to hurry. Natasha wouldn't be hidden for long. Not before…_they_ found her.

His hand found grass. Sweet, healthy grass. Straining every last bit of himself left, Barton made it to the top of the hill and stood up. A small victory, but a victory nonetheless. The singing was very strong where he could see, and now he could finally figure out where that lovely young voice belonged t—

Clint Barton stopped dead in his tracks.

Standing no more than fifty feet ahead of him was small, yellow horse with a long, pink mane.

With wings.

That was singing.

And feeding animals.

He may not have given in when the strains against his body forcefully pushed him back to the ground back in the forest, he would not give up with Natasha's life focused around his goals on getting her to safety, he didn't even quit when the darkness tried to overtake his vision when he was crawling up the hill.

But when that yellow, winged horse stopped singing and turned its eyes toward him—dropping the worms from its mouth that were presumably for the young birds sitting in the tree branch above it—and stared at him with a jaw ready to fall right off, Clint was just about ready to let the dark take him and be done with it.

The effects of the situation, the absolute ridiculousness of his circumstances just didn't seem to wane. He could stand there for oh-so long before his body gave out and allowed him to drift away from whatever kind of hell he was dreaming about. Maybe then he'll wake from the strange muse and hopefully make sense of what was really happening.

Nope.

There was no more sense to be made.

"Um…h-h-he-hello?"

It just talked to him.

Screw it.

Barton passed out right then and there and face-planted on the grass.

Fluttershy didn't know which happened faster: the strange creature collapsing or her rushing over to its side.

At first time seemed to reach a standstill, as if nothing could break the confrontation between the Pegasus and the creature from the Everfree Forest. It came from the bottom of the hill, covered in mud and leaves and all sorts of forest scum. Their eyes connected, and for the first time Fluttershy felt a certain coolness flush through her body once her sight landed in the creature's gaze.

It was…so haunting. So sad. So wounded.

And then it fell.

Gasping, Fluttershy spread her wings and took off with speeds so unlike her and landed right by the creature's left side. Its face was away from her, having landed on its chest in the first place. That was the first thing she did.

"Oh, my goodness! Are y-you ok-kay?" she asked, quickly realizing she wouldn't be receiving a response. Instead, she acted fast and pressed her forehead and hooves against the creature's side, grunting and pushing it so it was lying face up.

She took her time to truly take in the odd creature's facial features. Its skin was a light tan shade while the hair atop its head was colored soft brown. Fluttershy continued on, growing more and more confused once she spotted the string wrapped tightly across his chest and the quiver of arrows resting beneath him. Whatever it was, it was armed and was capable of handling a bow, which meant it had to be intelligent of some sort.

The outfit it wore was torn in several places, blood splotches and numerous cuts across its face and body. The more she stared at the wounds the more hurt she felt. This creature, this strange, strange creature approached her and collapsed on her property in near death, and she'd never live up to her potential as the Element of Kindness by simply letting it die.

"Oh, you poor…um…creature?" Fluttershy questioned and cooed, gently rubbing her hoof across the large gash on its lower abdomen. It let out a small gasp, muscles clenching as her hoof made contact. Fluttershy instantly brought her hoof back, tears nearly welling up in her eyes.

Her stare grew hard, her face determined. "Don't you worry. I'll take you back to my cottage so we can get you all patched up."

The creature didn't respond, as expected, and Fluttershy took immediate advantage. Making sure to mind its injuries, the Pegasus wrapped her forelegs underneath the creature's large biceps and proceeded to drag its practically-lifeless form over the bridge and into her small cottage, wings flapping as hard as she could, all the while with numerous woodland critters watching her every move.

Many shook their furry, little heads. Other's grew restless, their bellies still empty with the hope that the yellow angel would return to them with a meal. All eyes remained on the cottage, even as the door closed, even as the wind picked up and the sun beat down.

All eyes remained on the cottage.

All the blue ones hiding behind the trees.

Even the new glowing red pair.

"So that's where you are."

Angel Bunny hopped off the couch he was previously lounging on, making way for Fluttershy to lay the massive body onto. Angel already didn't like it. Whatever it was.

Having lost the best spot, the lowly bunny rabbit instead chose to send a heated glare towards the newcomer's way, tiny arms crossing over one another and large hind leg tapping against the wooden floor in a clear sign of annoyance.

Fluttershy landed by the side of the couch with her wings folding next to her ribcage. Stepping forward, the Pegasus' expression softened, as did her hoof gently rubbing the strange creature's filthy forehead. She already spotted the blood leaking outwards from the creature's clothes, dripping down onto the couch.

"Angel, go to the bathroom and get the first aid kit," Fluttershy commanded. Her order went without response, and Fluttershy spun her head back to witness a bemused Angel Bunny standing beneath her with his little rabbit arms folded over each other.

Fluttershy frowned. "Angel, now," she ordered, tone growing heavier.

Once again, Angel just stood there, eyes dangerously glaring at the prone figure lying on his resting spot. However, the glare was not held for long once Fluttershy stepped forward, and all new form of darkness transforming her calming gaze into one of vicious might and untold horror.

"Angel…"

The tone was a warning. A last chance. A last chance before the inevitable "Stare" made its triumphant return.

Sighing in defeat, Angel held up his arms and hopped up the stairs to the bathroom.

Fluttershy flashed a victorious grin, but it was short-lived. A small tremor shook her entire cottage, causing birdhouses and cages to stir and the animals within them to freak. Fluttershy gasped, eyeing her inner dwelling to be for certain that no cages fell, that no animals were harmed.

It all stopped. So sudden and so quick to end.

"What…?" Fluttershy whispered, head swiveling and body turning to eye the damage. There was none. It was as if the little tremor had never happened, save for the screeching animals within her cottage, but they began to calm down after several seconds of continued silence.

And then the screeching returned.

From outside.

Fluttershy wheeled towards the door, eyes nearly popping from her skull. She spread her wings and took flight, bursting right through her cottage door and entering the outside, all the while pleading for the safety of her animal friends.

"No! Oh, no! Please be okay! Please be okay! I'm so sorry for leaving you all out here alone and—!"

She stopped flying. Her wings simply quit on her and slammed back into her sides, curling close and shuddering in terror. Her body resembled the actions with a smaller frame and horrified eyes staring out into the horror that gripped her home. Several animals scurried past her in fear, many others digging into the ground or flying off.

She wished she could have run away. She wished she could have flown away. But what her mind wanted didn't respond correctly to what her body performed, glued to the earth with a trembling jaw and incoherent gibberish escaping her muzzle.

A part of the gibberish came out as a tiny, incoherent whimper.

It was just loud enough to grab their attention.

Just her luck.

The figures, five in all, stood with bodies nearly identical to the exact shape and size to the creature Fluttershy had just brought in, but with numerous differences. Unlike the soft feeling of the first one's skin, the newcomers appeared to be made out of something harder, something that appeared like metal as they shone in the sunlight. Next was how two of them were hovering above the ground while the three others approached from below, closer and closer to the whimpering Pegasus.

Finally, it was their eyes.

Four of them had blue eyes, the light stretching down their jaws to connect with the slit that appeared to be mouths. The last one, the one in front of the pack, the one directly in front of the shaking pony, had a red glare in its vision and a mouth the same color, chest burning as well.

It stopped and held up a hand, halting the other four behind it.

Fluttershy, still frozen in fear, listened and flinched when the red-eyed one spoke to her directly.

"You seem to be housing a murderer. Release him to me or I will slaughter every animal on your property."

Fluttershy did what came naturally when she felt threatened.

She screamed as loud as she could.

And that scream was loud enough to jolt someone awake.

His eyes fluttered open. In an instant the man shot upwards, the pain still evident by the cringes infected across his facial features. But he ignored them. He ignored the pain. The shrill cries came again, louder than ever before. The man brought his attention to the slightly ajar door, behind which the screams emanated from.

Clint Barton swung his arms back, removing his bow and gripping the handle tightly in his left palm. Standing up quickly, wincing only once before settling back down, Barton slowly removed one of his many arrows and placed the nock against the string. He made the attempt to stand back up, but stopped midway when a peculiar sight caught his gaze.

Standing awkwardly on one of the steps leading to what appeared to be an upstairs, a white rabbit holding a much larger first aid kit stared him down.

For seconds on end the two stared at each other, neither willing to break contact. Like two deer trapped in the same headlights, the two's silent conversation carried on until the rabbit shrugged his shoulders, dropped the first aid kit—which in turn spilled the contents all across the floor—and proceeded to hop back up the stairs.

What.

The hell?

The screaming resumed, this time capturing the attention of the white rabbit. But one was already gone, already vanished from his spot on the couch and outside in the span of nearly two and half seconds. The door flung open and the first arrow shot out with such ferocity that no one would have been able to react in time.

Fluttershy stopped screaming.

Her breath caught at the sight of the arrow embedded right between the red eyes. Right in the forehead. The perfect shot.

The body fell backwards with a dull _thump_ against the grass. The four other sentries turned their attention passed the shivering Pegasus and to the area the arrow was shot from. Fluttershy followed their gazes, eyes widening at the sight.

The creature was awake, and it had its bow aimed right towards her.

"Agent Barton!"

Fluttershy gasped and spun her head back. The four remaining monsters took defensive positions, a certain one of them stepping forward with its eyes now red. Fluttershy could've sworn they were blue a few seconds ago.

The one with the red eyes spoke again, taking several steps forward. "No more hiding. You can't hope to stop all of—"

Another arrow shot out, hitting the red-eyed monster right in the forehead and instantly dropping it.

This time Fluttershy was able to witness one of the blue-eyed creatures to suddenly take a drastic change. Every portion of its body ceased shimmering light blue and began to glow viciously red. It was instantaneous, an act Fluttershy would've missed in the blink of an eye.

The newly red-eyed one stepped forward, eyeing his two fallen comrades.

"Alright."

It was so quick. After it had said that, it took off with a blast from beneath its feet. Fluttershy cried out as it flew over her head, sounds of metal being pierced quickly coming after the sound of an arrow whizzing through the air.

Two more left. Barton eyed the second one coming in quick, so quick in fact that he couldn't prepare another arrow in time. The sentry reared forward and gripped the man by the throat, its surprisingly powerful strength nearly being enough to knock him down. Barton grunted heavily, the pain flushing in and out of his system. He shoved the sentry off him, quickly preparing an arrow and firing one off. Right in the chest.

A shot that would've downed any mortal man didn't even affect the robotic entity that stood before him. It charged for him again, its eyes burning red. Barton put one right in its left eye and straight through its skull.

It crumbled and fell into the small stream near the cottage. Barton watched as the sentry's fluids poured out from the wounds he inflicted upon it, spilling out into the stream. He readied another arrow, aimed it straight for the only remaining sentry.

Another scream from the horse.

He caught himself, his finger holding tight on the arrow string. So tight.

The last Ultron Sentry held the small Pegasus in a grip, its forearm tightly secured around her throat. Her hind legs kicked in mid-air, fearful squeaks and tears escaping her form. Barton stared down his sights, his eyes landing on the sentry, then back to the Pegasus.

"Go on, Agent Barton," it growled, its eyes flickering red. "Fire away. Let loose the arrow and watch her life drain away, every blood drop being a reminder of how you once again failed at protecting someone so innocent. Because the moment you let that arrow fly…I snap her neck."

Clint shifted his gaze down, arrow tip still aimed at the sentry but his eyes aimed towards her. She cried once again, hooves barely latched onto the forearm of the sentry as more and more tears spilled from her brilliant gaze. Their eyes locked, different visions of how the situation played out flushing between the two.

She was terrified. Her life was on the line of the next arrow Barton decided to fire. In just a quick second it could be over. He could fire away and she'd be dead. His chances were slim, hers as well, for the next several seconds that played out.

Barton was indifferent.

She was just an animal, just a strange, little horse with wings caught in the crossfire. He needed to let the arrow fly, to end the final Ultron Sentry and begin searching for the rest of his team. He couldn't waste any more time, not with Natasha's life slipping away with every second he let tick tock down to doom. He should let that arrow fly.

He should…

"Please…" the Pegasus cried, teary eyes never breaking contact. "Please he-help m-me…"

He couldn't.

He wouldn't.

Dammit, he won't.

But he had to do something.

Eyes shifted up and down, back and forth, trying to make sense and find a solution to the hostage situation. It was difficult, it was risky, but he found it. He found the escape route. His fingers coiled tighter across the string, his bow barely shaking. Clint licked his lips once, gaze falling back to the Pegasus.

"Little…horse…Pegasus thing," Barton called out, voice straining from the pain his body felt. His plea earned her attention, her ears standing on end and eyes falling into his. He bit his lower lip hard, a small stream of sweat building against his forehead.

He said, "You're gonna need to trust me on this one."

Before she could respond, he fired right at her.

Fluttershy flinched heavily, crying out once the arrow hit its mark. She could feel the coolness of the arrow's base glide past her neck, and just as she expected it to be snapped as the monster warned it would, she felt nothing. Nothing but her rump landing on solid grass.

She looked up, eyes following the second arrow whiz right over her head and make contact with the monster's forehead. She gasped silently. Her eyes grew wider at the sight. As the beast fell, an arrow embedded right between its dark eyes, she spotted the first arrow he had fired. It had struck the monster's forearm, the same place it was previously strangling her.

And then it was over. The creature fell to the grass. Dead.

Silenced into shock and wonder, Fluttershy barely paid any notice to the one who had just saved her life limping right by.

He barely paid any attention to her as well, instead choosing to pry his arrows out from the creature's body and examine them closely. Fluttershy eyed everywhere except where he was standing, an awkward silence filling the air plagued with death. Choosing to break the tension as he still observed his arrows tips, Fluttershy politely cleared her throat, albeit a bit shaken up.

"Um…uh… Th-thank y-you for s-saving me from these…u-um…"

"Sentries," he spoke, earning a surprised squeak from the Pegasus. He turned around, still holding onto the two arrows

Fluttershy continued, her eyes landing on the corpse of the supposed "sentry". "Oh…well…yes the um…sentries. I can't r-really s-say that I have seen any of these 'sentries' before in my life. I even l-live near the Everfree F-Forest, a place filled with strange creatures, but nothing like this before."

A soft silence filled the air, filled with a few sniffles and whimpers here and there. For some reason, they were just loud enough to attract the man's full attention. He turned away from his arrows, eyeing the shivering Pegasus cautiously.

"You alright?"

Fluttershy instantly looked up, her eyes growing wide. "Huh? Oh…y-yes, I'm fine, Barton," she said, covering her mouth with a hoof after receiving a frown from the one who saved her. "Oh, I'm sorry! I didn't mean to! It's just that that sentry called you that earlier and…well…I never really got your name."

He sighed, turning towards her and making his approach. "You might as well just call me Barton—OW!" he screamed, nearly tripping over himself and falling to a knee right in front of the Pegasus.

Fluttershy was up in an instant, checking over him and his wounds. "Oh, no. You're bleeding really badly," she cautioned, eyes staring straight up into his. For a moment the two held that stare, neither refusing to break off.

Finally, Barton said, "You know what? I never really got your name, either."

"Oh…i-it's um…Fluttershy," she responded, eyes dangerously lingering over to the bow in his right hand.

"Fluttershy, huh?" Barton mused, earning her attention back. He brought up his left hand, revolving it around in front of him. "So how did you even manage the whole 'talking' thing knowing that you're a…a horse?"

"I'm a pony," Fluttershy said, frowning slightly at being called a "horse".

"Right," Barton muttered, groaning a bit. "Well, Fluttershy, I'm trying my best not to die here, so if you'd be so kind as to help us back into your house it would be greatly appreciated."

Fluttershy's eyes widened, her cheeks burning crimson. "O-oh, right! S-sorry about that, it's just that I was about to help you…" she stopped mid-way, her eyebrow arching upwards and a hoof rising to rest underneath her mouth. "Wait…'us'? There are more of you?"

Barton's eyes grew unnaturally dark. Fluttershy leaned in, her expression worried.

"Who's 'us'?"

Slowly, Hawkeye turned his head back to the tree lines, to the exact area he left her in. He just prayed to God he wasn't too late, or whatever god was out there in this crazy, little world.

"A friend."


	4. I Am Metal Man

"Oh, Twilight, I must say that you _should_ consider taking a few risks here and there!" Rarity gushed, practically eyeing all the crystal walls and ceilings without paying much attention to where she was trotting.

Twilight Sparkle, unsure of what little world her friend was trapped in, continued on down the long, empty hallways of her castle. Spike followed right by her side, the baby dragon too lost with his crush nearly ten yards ahead of him.

While Rarity struggled to control her breathing, Twilight politely coughed into her hoof, her wings fluffing together by her sides. "Are you sure, Rarity? The design you picked was beautiful, but it just doesn't scream…you know…me."

"I say go for it, Twilight!" Spike chimed, capturing the Alicorn's attention. He sighed, ogling Rarity with her back turned. "_Anything_ Rarity picks is beautiful."

Rarity spun around, losing the eyes of a certain dragon and capturing the eyes of a princess. She smiled brightly and waved her hoof dismissively. "Oh, but of course, darling! It's your castle, after all. It only makes sense for you to make all the decisions."

"Well…" Twilight pondered, her hoof rising up to rest beneath her chin. Her eyes scanned the crystal walls of her castle to the luxurious curtains and lime green stained-glass windows. Everything and anything remaining within her very own castle, the very symbol of her leadership as the Princess of Friendship was absolutely gorgeous. Twilight couldn't imagine anything else that could make the castle look any better, especially after the wonderful gift her friends worked so hard to create. The memories she created since her arrival to Ponyville, forever with her in the home she would create new memories in. The very thought nearly brought the Alicorn to tears.

Twilight just sighed, smiling with her eyes closed. "You know what, Rarity? The place looks perfect as it is," she said, opening her eyes to see a disheartened Rarity eyeing her sadly. She just smiled, rolling her eyes. "But if you _really_ want to make a few changes here and there, feel free to—"

The Alicorn craned her neck back several inches once Rarity shot forward, wrapping her forelegs around Twilight's neck in a tight bear-like hug that would give Pinkie a run for her money.

"Oh, thank you, thank you, thank you!" Rarity squealed and backed away from Twilight, instead choosing to rest her hoof against her friend's chest. "You will _not_ regret this, dearie! I will promise you that every decision I make will impact the beauty of your castle for all of Equestria to see! And then ponies from across the land will visit Ponyville, maybe even famous celebrities or fashionistas!"

Rarity, seemingly lose in her conversation, continued down the hall with her eyes glued to the nearest curtain. Spike and Twilight just stared at her as she made her approach, her voice overcoming theirs.

Rarity gripped the nearest curtain with her hoof, examining every inch of the light purple fabric. She stuck her lower lip out as if in deep thought. "Could use a darker shade of purple, maybe to match Twilight's mane." She sighed happily, "_Ooooh_! I feel simply giddy over the thought! Your castle certainly captures the eye, my dear. But just imagine when I'm done, everypony from across the globe will wonder just who, _who_ in fact made these stunning designs! And you know what you'll say, Twilight? You'll say that your best friend, Rari—!"

The earth shaking cut off Rarity's sentence…and a piece of the curtain she was holding.

It lasted just a brief second, but that second was all the three needed to try and make clear sense of what had just happened. Twilight spun her head around once the sounds of screams echoed from the outside, carrying on throughout the dark hallways of her castle. Spike heard it too, as the two inseparable pair leaned in closer to try and catch any more signs.

Rarity screamed. The two flinched, spinning their heads back to eye the unicorn questioningly.

She held a piece of the curtain in her hoof, her jaw slack and eyes widened in shock. Sputtering out words of confusion, Rarity finally managed a sentence. "Wh…What?! No! The curtain is _ruined_! How am I supposed to work with this?!" she screamed, slamming the shredded portion on the crystal floor.

"Rarity! Calm down!" Twilight warned, shooting forward and resting her hoof on Rarity's shoulder. "It's fine, okay? It's just a curtain, and there's no need to be freaking out over it. What we need to focus on right now is what caused that tremor."

Breathing in sharply through her nostrils, Rarity huffed in protest, glaring hatefully at the shredded curtain. "Fine. But when we get to the bottom of the disturbance, we will make sure whoever caused it pays dearly for—!" she stopped once the expressions on her friend's face showed anything similar to her own. She blushed, fluffing up her mane.

"Well, it was and still is a crime against fashion."

Before Twilight could respond, Spike called out from all the way down the hall.

"Um, guys? From the sounds of the screams it doesn't look so good out there!"

The two mares shared different exchanges of worry before making their way to the end of the hall. They then proceeded down the stairs to where, surprisingly, Spike had made it to the front doors and was already staring out into the midday sun. The mares joined his side, pushing the castle doors outwards until they were witnessing the same spectacle.

A tower of black smoke in the distance, dead center in Ponyville.

The screams grew louder, only quieting down for a few, tense seconds before starting up again. From the looks of the smoke, a few things could have transpired. There could have been an explosion—wouldn't have been the first time—caused presumably from either Pinkie Pie or Derpy, either one made sense. Or, somepony could've started a fire and it quickly got out of hoof. Twilight peered closer into the town, looking for any shred of a clue she could start on.

"Rarity, what time is it?"

Caught completely off-guard with such an awkward question, Rarity fumbled over her words, finally narrowing her gaze to a certain location within Ponyville. "Oh! Well, now, it is about…um…w-wait a second… Where is the clock tower?"

"Exactly my point," Twilight stated, capturing the interested stares from both Spike and Rarity. She continued. "Ponyville clock tower must've caught fire and fell to the ground, which would explain the tremor earlier and the cloud of smoke now. We should head in to town and see if anypony was hurt."

Rarity huffed, eyes closed as she began trotting forward. "Knowing Ponyville, _some_pony had to have been physically injured."

Sharing a glance, both Twilight and Spike followed their unicorn friend deeper into the disgruntled village. Twilight cautiously shot nervous stares to the approaching tower of blackness with every hoofstep closer she took into Ponyville. For some reason, her previous accusation of the clock tower catching aflame didn't seem to be the cause of the incident. It was logical, yes, but she couldn't shake the feeling that there was something else at work…something different.

The clock tower could've indeed caused the tremor. But she didn't know for certain. The tremor from earlier just seemed…off.

Her questions would soon be answered. They had arrived to the destruction. And they were the absolute last ones there.

It seemed all of Ponyville had already made it to the scene of the smoke tower judging from the massive crowd circled around it. Surprisingly enough, nopony was interested in the remains of the clock tower burning several yards away. No, all the murmurs and whispers and terrified screams emanated from the center of the crowd, where the smoke tower rose higher and higher.

Curious, the three exchanged looks before making their approach. All it took for the crowd to disperse was Rarity tapping the behind of the first stallion they came into contact with. He spun around, eyes widened to see the Princess of Friendship and her two companions right behind him.

"Your Majesty!" the stallion exclaimed, bowing respectfully in the presence of Princess Twilight. Said Alicorn simply sighed, allowing the pony to continue. "I think it would be best if you pushed through to the front and give it a look for yourself. From all the things I've heard it doesn't sound too good up there."

Before Twilight could respond, the stallion spun around and shouted, "Hey, everypony! Make way for Princess Twilight!"

Just like that, the crowd directly in front of Twilight, Spike, and Rarity dispersed to the sides, even more excited squeals coming from several directions. Sighing, the Alicorn politely nodded to the stallion. "Thank you, sir," she said before walking past him, his nose to the dirt as she strode by.

As the three moved forward, Twilight caught several hushed whispers from the crowd, many terrified stutters and questions. Twilight managed to catch somepony's voice ask, "Do you think Princess Twilight will know what it is?" Another one said, "Sure, sure! She's a princess! She knows everything, right?" More silent conversations.

Twilight simply sighed, shaking her head and keeping her eyes focused on the upcoming smoke cloud. Rarity quickly came to her left side, eyeing the crowds around them.

"Well, well, it seems something really spooked these ponies. I'm not feeling so keen on exploring this situation any further, Twilight, especially with all this…_eck_…dirt everywhere!" Rarity exclaimed, sticking her tongue out and shaking her hoof at the approaching dirt piles.

Spike quickly came to Twilight's right, his expression eager and excited. "Wow! This is so cool! What do you think hit Ponyville, Twi? A meteor? A flying monster? Some kind of alien UFO?"

"Very unlikely," Twilight responded, eyes turned to Spike with a determined smile on her lips. "I'm sure whatever hit the clock tower can be easily explained without any kind of paranormal nonsense like UFOs and aliens and—"

She was stopped abruptly. Twilight turned her attention to the white foreleg blocking her path. She followed it to where it belonged to Rarity, the unicorn's eyes as wide as saucers and aimed straight forward, straight into the crater dug deep into Ponyville's street. Both Spike and Twilight brought their eyes forward, ignoring the abrupt silence that filled the crowd once the smoke within the crater began to dissipate.

All three narrowed their eyes. The silence was deafening. So deafening. Twilight slowly craned her neck forward, eyes and ears trained on the smoke-filled hole in the ground. She listened and waited. Waited so long.

There it was. Whatever it was.

It was glowing.

Surprised and somewhat taken aback by the glow, Twilight wasted no time to clear out the smoke and further delve into the mystery that destroyed the clock tower. Her horn began to shine bright, the brightness of the spell clearing away any remnant of smoke in the physical area.

And there it was. The glow.

It had belonged to a hand sticking out of the dirt.

The crowd grew restless, several shrieks and questions arising from the discovery. Rarity was surprised as well as Spike, both giving a tiny gasp to the strange anomaly lying before them. Twilight on the other hoof paid no heed to the questions and calls, but instead kept her attention locked firmly with the palm sticking out of the earth.

It was colored a light shade of red and gold, a circular, blue orb resting directly in the center of the palm with the slack fingers lazily coiled around it. The arm appeared to end on the lower forearm, the rest covered in dirt with shredded pieces of red and gold strewn across the crater. It was definitely eye-catching for the princess, but not so much as what she saw next.

There were other parts hidden underneath the dirt. The arm was visible, but what about the legs? The body? The head? She could only make out what appeared to be some fragments of the rest of the body, the majority of it buried.

Rarity gasped loudly once Twilight's horn glowed brighter, her magic enveloping around the arm.

"Twilight!" she hissed. "Just what in Equestria do you think you're doing?!"

Twilight, without looking at her, kept her focus trained on the arm, careful not to harm it too much. "I'm trying to see if there's anything else to this anomaly, Rarity," she explained, paying no heed to the crowd's worried expressions and whispers.

"Well, _ahem_, yes, b-but you don't know if that…that _thing_ is dangerous or not! What are you going to do if it suddenly jumps out and attacks us?" Rarity questioned.

She yelped loudly, taking several, panicked steps backwards once Twilight yanked the arm free from the dirt, to where her assumptions were correct all along. The portion of the forearm belonged to the rest of the limb, which all belonged to the body, which of course belonged to the bipedal, red and gold figure slowly being dragged out of the crater by Princess Twilight Sparkle.

The crowd's reaction was instantaneous. They backed away in fright, many of them gasping in shock while others got even closer to the strange anomaly. Twilight's aura of magic faded from the arm of the figure, the entire body resting a few feet away from its previous crash site. It was never silent as the body lay motionless, several Ponyville citizens leaning over each other's necks to catch a glimpse at what Princess Twilight dug out.

The Princess, on the other hoof, was busy studying the strange creature, eyes narrowed and lower lip puffed out. It appeared human—a species Twilight knew personally—but it didn't seem to have any facial features aside from a pair of eyes and a mouth, but even they appeared lifeless. Twilight's wondering gaze shifted over to the dark circle in the center of its chest.

"Whoa…" Spike muttered, capturing Twilight's ears but not her eyes. He came up to Twilight's right, to where she was standing to the side of the figure. He got an even closer look, his claw lingering over to touch the creature's shoulder. "This thing is so cool looking!"

Before he could get any closer, his claw was smacked by a non-too-gentle hoof.

"No, Spike," Twilight sternly told the dragon, sending her heated stare to Spike who calmly rubbed his claw. "Don't touch it… Not until I've figured out if it's safe or not."

"You just had to say it…" Spike growled under his breath, rubbing his sore claw.

Ignoring the dragon's comment, the Alicorn brought her attention back to the creature lying before her. She studied its face once, noticing no sort of nose or cheek bones like most humans she's seen exhibited. All it gave was a flat, golden face.

That's when she noticed something…

Twilight poked her head in closer, eyes narrowing and jaw falling.

There was a small gap in-between the gold and the red face. Curious, Twilight reached her hoof in closer to the gap, really trying hard to ignore Spike's complaint over her action. The tip of her hoof grazed the slit, digging deeper until the gold portion of the face popped upwards, frightening everypony who dared to catch a closer look.

That didn't stop Twilight. She yearned for moments like this, before she became a princess where she was just a simple librarian. So adventurous, trying to make sense of the strange happenings that used to transpire in her earlier times in Ponyville. If anything, she felt a bit excited as she pulled that golden face off. Anything could've been lying underneath, daring those to discover its secrets.

The gold came off, breaking from the red and falling to the dirt.

Its secret was revealed, and it was just what Twilight had expected. For everypony else…

The face that lied beneath the mask held a pale, tannish-colored skin as well as slight traces of facial hair including a mustache and a small patch covering the chin. Now, Twilight knew for certain that it had to be human, unless of course she could deduce that theory later on. For now, she'll identify the creature as a human. The surrounding crowd gave off surprised sounds, some moans and some gasps. Many drew nearer, Twilight and Rarity and Spike included.

"What are you?" Spike whispered.

Someone could've identified the scenario as a slingshot, with the human's eyes snapping open being the release.

The ponyfolk, Spike included, were unfortunate enough to be the stone or metal ball shot from that sling, backing off quickly once the human's eyes darted back and forth, finally resting on the violet Alicorn staring at him with a stare that could make anything find a reason to halt. Her ears dropped as their gazes met, both of their eyes growing wider as the seconds ticked away.

Finally, it was Twilight who broke the tension, and hopefully eased first contact with what she hoped to be an intelligent human being, the first to make it into Equestria.

"Um…h-hello?"

The human slowly breathed in from his nostrils, never breaking eye contact with Twilight. And then he released that built-up air and screamed.

"_Ahh_!"

Twilight and Rarity shot backwards, looks of shock etched into their faces. The crowd followed their actions, screaming as well. The human turned his gaze to the surrounding ponies, yelping in fright once more.

"_Ahhh_!"

"_Ahhhhhh_!" the crowd repeated, several mares fainting on the spot.

The human shot back towards Twilight, breathing out heavily.

"What the hell?" he muttered, eyes shifting all around. The tone of his voice gave off a masculine sense, giving Twilight the impression that they were dealing with a human male. Twilight shot her hoof out towards Spike, eyeing Rarity cautiously, her eyes telling her friend to stay back for the time being. Rarity obeyed, silently watching the creature observe his surroundings.

He continued to breathe in heavily, taking short, uncontrolled breaths. Twilight waited patiently, waited for the human to actually relax so she could try and talk to him. That time came quickly, the human closing his eyes and breathing in slowly through his nose.

"Um…excuse me…sir?"

The human opened his eyes, turning them to the purple Alicorn uncomfortably close to his face. She, he assumed it was female from her voice, tried to offer a smile, but it came out awkward, showing too much teeth and not enough grin.

He narrowed his gaze, and then shut his eyes tight and groaned. "Oh, God, did you just give me mouth-to-mouth?"

The crowd shifted their gaze over to the perplexed princess, Rarity and Spike included. Twilight grew a mild blush, quickly shaking her head and denying the act.

"W-what?! No! You just woke up after we pulled you from that crater!" she explained quickly, her hoof shooting to the side to which the human followed, spotting said crater a few feet ahead of him. The human sighed with relief, resting his head back into the dirt with a soft _clank_.

"Pretty sure I was gonna die there… That's surprising," the human stated nonchalantly, earning a few, unexpected gasps from the crowd around him. He opened one eye, scanning the growing crowd of colorful, horse-like faces until that same purple one stuck hers right in front of his field of vision.

"Die?" she questioned harshly as if the word never fell from her tongue. "What are you talking about?"

"He fell from the sky, Princess Twilight!" a voice in the crowd shouted, earning the attention of both the human and the pony. Several seemed to agree, pointing their hooves to the clouds and shouting off their own stories.

"Fell from the sky?" Twilight repeated.

"Princess Twilight?"

Surprised, the Alicorn turned her head over the human staring at her as if expecting an answer quick. The feeling felt similar to the young princess, almost how Celestia would want an answer from her young protégé. It was so odd to have the same feeling for this human she discovered no more than few minutes ago.

She shook her head quickly, awkwardly smiling. "Oh! Sorry, where are my manners? My name is Princess Twilight Sparkle, but you can just call me Twilight," she said, turning her hoof straight to the white unicorn and then to the small dragon to her side. "This is my friend Rarity, and this is my dragon assistant Spike."

"It's…um…well, it's a…pleasure," Rarity greeted, though she sounded unsure with her fake smile. The human turned his head over to eye the so-called "dragon", who dug his foot into the dirt and smiled what appeared to be an actual, genuine smile.

"'Sup," Spike said.

The human almost chuckled. He's gonna like this little dragon guy, he just knew it.

"Sooo…?"

He turned his head back to Twilight, who eyed him cautiously, her gaze shifting from his armor to his face. She smiled and asked, "What's your name?"

"Uh…Tony," the human replied, though the princess didn't seem too enthusiastic about that answer. She leaned forward, almost causing the man to wish he could sink into his suit like a turtle. That'd be cool.

"Tony…?" she egged on.

"What do you want, a golden ticket? I told you my name was Tony."

The purple Alicorn—judging from Tony's very strong history revolving around mythology—shook her wings together, her eyebrow rising and head tilting to the side. She said, "Golden ticket? How did you…know about that?"

It was Tony's turn to be surprised, both of his eyebrows rising.

"How did _I_ know about that?" he began, confused to no end. "Um… How did _you_ know about that?" He turned his eyes over to Rarity, who really tried to avoid his stare. "Come on, Marshmallow, help me out here. Just crash-landed into Hell or whatever dimension this is blind and stupid."

Some members of the crowd actually chuckled, growing fonder of the creature named Tony. Rarity's jaw fell. "Marshmall—?! I say, how dare you refer to me by that! _You_ will address me as 'Rarity' or 'Miss Rarity', but _not_ 'Marshmallow'!"

"Sounds exhausting," the human replied, almost sounding bored. Rarity huffed in anger, her rage only boiling once she caught Spike sneaking a giggle or two.

Rarity snorted, puffing her lower lip out. "Well, if you must know, the golden ticket is for Twilight to gain access into the upcoming Grand Galloping Gala. I am invited, too."

"Yeah, that's cool. _Any_way," Tony continued, earning another glare from Rarity and giggle from Spike as he turned his head back to Twilight, "I…usually don't do this for many people or…small horses in this case of the matter, but you do seem like a persistent little cuss so…"

He lifted up his right hand directly in front of the princess.

"Tony," the human said with a glamorous smile, "Tony Stark."

With much enthusiasm, Twilight smiled and rested her hoof in Tony Stark's hand, finally feeling the armor against her coat. His metallic fingers coiled around her hoof, squeezing it with little force and shaking as any normal two would do. He released his grip from her hoof, his hand simply falling back to the dirt lazily. Twilight followed his hand back down to the man's arm and body, the metal torn with black gashes across its exterior.

She grimaced, turning her eyes to meet Tony's. He seemed to be busy eyeing the crowd surrounding him. They didn't seem too enthused.

"So…uh…sorry if I like…you know…blew up something when I crashed, but uh…couldn't really control myself," he explained, turning his gaze to Twilight. "I'll pay for any damages, of course, just as soon as I get up and find a way to my checkbook and—"

The moment Tony Stark tried to sit up, most of his iron suit completely fell apart. Twilight gasped, eyeing the entire chest come falling down into Stark's lap with sparks dancing across the inner wiring of the suit. The crowd grew silent, Spike and Rarity motioning their heads closer to inspect the damage.

The human sighed, catching Twilight's attention. He lifted up his hands and smacked them right back into the dirt, shaking his head side-to-side. "That sucks," he grumbled just as his helmet popped off, falling apart and landing to his left. "Okay," the man sighed.

"Oh, my, you poor thing," Rarity whined, rushing over with her hoof outstretched. Tony was just about ready to lift up his hand to stop her, only to realize she placed her hoof right atop of his chest plating. "How _could_ you stand to wear this dreaded thing?! I thought it was actually a part of you, but no! It's just like clothing! And red and gold! _Blech_! That is _sooo_ last season, darling!"

"Oh, I wish I would've known that," Tony commented, the sarcasm in his tone clear as day. He shook his head, slamming his hand atop his chest plating, earning more sparks to dance from the shattered wiring. "Now I feel like I don't fit in! I don't fit in, Marshmallow!"

Rarity's anger returned, but quickly relaxed once Twilight shot her a comforting stare. That stare carried on over to the human, her smile to accompany it. "From the looks of it you don't seem to know much about Equestria, meaning you're not from around here."

Tony lifted up both of his hands and began to clap them together, the sounds of wiring moving and metal smacking together being the only sound in the general area. The mock clapping continued, slowly beginning to get on Twilight's nerves, already grinding against Rarity's. Spike was trying his hardest not to bust out laughing.

"Good. Job. Twilight," he said, speaking every time he smacked his palms together. He turned to face Rarity, his hand held out to the princess. "You see, Marsh Marsh? Someone here is thinking with their brain and not their eyes like _someone_ I just had the _pleasure_ of meeting."

Spike fell to the dirt, clutching his stomach in laughter. Rarity's angry eyes transformed into ones of sorrow, looking over to the baby dragon struggling for breath.

"Spike!" Rarity cried.

The baby dragon barely managed to lift up his head, tears flowing from his eyes. "I'm…I'm really sorry, Rarity, but…but…he's just…he's hilarious!" Spike laughed, falling back into another state of giggles.

Tony looked over to the young dragon lying on his back. He didn't realize his smile had been growing since he started staring, his expression shifting over to the bemused Twilight. Tony pointed his thumb over to the dragon, smiling as he did so.

"He thinks I'm hilarious."

The crowd began to laugh a bit more.

"Okay, that's enough," Twilight stated firmly, instantly silencing the crowd. Spike ceased his laughing, looking up at Twilight with a grin on his face. She faced the human, her stare hard, and said, "Mr. Stark, we can discuss how you just so happened to get here later. For now, I would like for you to accompany me back to my castle where we can hopefully repair your…um…suit. My friends and I will try our hardest to assist you in any way we can."

"Sounds promising," said Tony.

"However," Twilight continued, earning a small snort from Stark, "I would like to ask you several questions, and in return for our hospitality you would have to answer them truthfully."

"I'll think about it," Tony told her, grunting as he began to stand up. More pieces of his armor fell off, but he managed to capture his chest plating and wrap it under his armpit. As he rose to one knee, he caught Twilight pouting at him, her stare growing colder by the second.

"We only want to help you, Mr. Stark."

"Oh, I know you do, and I appreciate it," Tony began, slowly earning a smile from Twilight, "but answering questions…now of all times…doesn't spell good news for me. My suit will be out of commission for a few days tops, and I'll need it working in perfect condition so I can figure out just where this 'Equestria' is and get the hell out of it. I don't _need_ a ton of questions hammering into me as I work."

Twilight stuck her chest out, her eyes narrowing onto Tony's face. She said, "Fine. I won't 'hammer' you with questions, but I would appreciate it if you answered the important ones for me."

"How will I know if they're the important ones?" Stark asked.

Twilight smirked. "You'll know," she said, sticking out her hoof. "Deal?"

Tony resisted the urge to finish by saying "or no deal" but stopped himself, just this once. He looked into her violet irises, not at all finding any traces of deceit or lies. She was clean. Then again, he never could trust anyone without a dark side. But he'll try, just this once.

Just this once.

"Alright," Tony said, gripping Twilight's hoof, "deal."

The crowd around them stomped their hooves into the dirt, cheering a bit here and there. Tony eyed the crowd, interested for a short moment before Twilight recaptured his attention.

She levitated what remained of Stark's helmet and facemask out in front of him. "And by the way, I'm a pony, not a horse."

"Of course you are. That'd be just stupid if you were anything else," Stark said with a smile, this time earning an adorable giggle from the princess. Another laugh from another stranger, definitely a victory for Tony Stark. He dropped his hand from her hoof and gripped his fingers around what remained of his helmet.

He stood fully upwards, already towering over the crowd. Stark managed to capture several ponies with wings fly by, checking him out with keen interest. Already did he capture their eyes. Wasn't anything new to him. He looked down at Twilight, nodding once.

"As much of a crowd-pleasure as I am, I really need to start gettin' ol' 45 up and runnin' again," he explained to the crowd around him, already earning several sad looks from the fillies and colts. He turned back to Twilight and her friends. "So, Princess, where exactly is your castle?"

Without a word, Rarity and Spike strolled right past him out of the crowd and down the road. He followed the two until his eyes trailed upwards higher and higher until he finally grasped the image of Twilight's castle sitting so…out of place in the small, primitive-like village.

"Damn, how did I miss that?" he breathed out with a chuckling Twilight walking away from him.

"It certainly does capture the eye, doesn't it?" she giggled, already several feet ahead of him. "Come on, I'll give you the grand tour and we can set you up in the library if you'd like."

Tony Stark adjusted himself, trying hard not to lose anymore pieces of his armor. He tried hard to keep up with the princess, but fell short and said, "Actually, I do have one more question, Twilight."

"And what would that be?"

"Do you have a bathroom in that place? I tried going earlier when you were talking about me answering some questions or something and the suit's not responding to it. Wait!"

Twilight stopped. She spun her head around to see Tony halt in his tracks, his finger raised out in front of him. "Wait, wait, wait! Hold up…hold up… I think it's…" his face contorted into several expressions, first being aggravated, then becoming relaxed, and finally becoming frustrated.

"Nope, definitely not working."


	5. God of Blounder

Thor Odinson awoke spitting up his own blood.

His lungs ached. So bad. Desperately trying to breathe in resulted in a fit of coughs, the dirt in front of him painted dark crimson. Slowly, he lifted up his neck, groaning in pain as he brought up his wrist and wiped the side of his mouth. Nearly his entire forearm was covered red from the action.

The Asgardian used his thumb to wipe his mouth, noticing little to no blood. He'd gotten the majority of it for now. His eyes abandoned the sight of his thumb and focused on his surroundings.

From the sight of it, he appeared to be trapped within a dark forest, little sunlight breaking through from above. Vines stretched across his vision, tangled around tree limbs and hanging limply from the darkness above and around. Groaning, he planted his fists into the dirt, pushing himself up until he rose to his knees.

Thor lifted up his head, small strands of sunlight hitting his eyesight.

He instantly shut his eyes. Doing so forced quick memories to spur past his gaze. Thor placed his palm against his forehead, grinding his teeth together.

Visions of the fall returned. He could see a black void, so big and vicious that it sucked him inside no matter how hard he tried to get away. Others were taken as well, but they were blurred, mere abstracts of their true selves. The air rushing past his ears and into his face felt so real, just as much as the falling bodies joining him in the free fall to the colorful earth below. His comrades…

Thor's eyes shot open.

He remembered.

He remembered the mighty Mjølnir flying into his grasp by his command, granting him flight only when he swung the hammer around and around, pushing him straight forward through the blurring clouds and bright sunlight. There he was. Agent Barton falling to his demise, so close to reaching the ground. He shot forward, grasped the tiny man into his arms, and landed safely, albeit with a tumble in the forest floor.

There was still one other. Still falling. He swung his hammer around and around, eyes glaring up to the heavens to see a particular soldier nearly reach the treetops. Not yet. Not while he was still grasping consciousness. He remembered blasting apart hundreds of tree limbs just to reach his target. Barely scraping the tree tops, Thor roared one final time before he tackled the soldier in mid-air, the two crashing down in a mix of limbs and blood.

And that was it.

Which meant…

"Rogers…can you hear me?" the Son of Odin finally asked, his breathing growing heavier by the second. Still on his knees, he scanned the forest foliage, noticing the massive hole several yards away from him leading straight up, presumably where he and the mortal man had made first impact. He continued looking around, finally spotting the soldier lying a few feet away from him.

"Oh, no…"

Thor quickly shot up, spinning around and making his way to the prone man. He fell to one knee, already beginning to assess the damage his mortal friend had acquired. A large gash made itself present on Roger's right abdomen, blood leaking profusely from the horrid wound and spewing onto his uniform. Thor cringed, but sighed with relief. Blood that was still flowing meant the heart was still pumping.

Pressing his palm against the wound, Thor shook his head, bringing his worried gaze over to the man's face. "You will be fine, my friend. It is a flesh wound. We just need to acquire some assistance, is all." Rogers' expression remained the same. Eyes closed and lifeless.

A powerful and haunting howl captured the Asgardian's attention very quickly, causing him to flinch and scan the dark trees surrounding them. "I fear we will not find it here," he muttered, standing back up with his cape swaying to the side. Thor caught something shimmering in the bushes, and for a moment he thought it to be Mjølnir. He reached down, gripped the side of the object and yanked it free.

It was the Captain's shield.

Another spine-chilling howl. Sighing, he placed the weapon right atop Rogers' chest, bending down to grip the man's forearm. "I will find us a suitable resting ground for the time being. Rest now, my friend," Thor told him calmingly, moving forward and dragging the limp body of Steve Rogers right into darkness.

Odinson marched on, making sure to crush sharp twigs to allow the Captain some sort of comfort until he found somewhere safe. He pushed tree limbs aside, ripping down a tangle of vines until he found it. He had entered an opening within the cluster of trees, a large pond resting near the edge of the tree lines. Thor managed a tiny grin to tug at his lips.

With hardly any effort, the Asgardian dragged the wounded Super Soldier over to the edge of the shimmering pond. He could already see fish beneath the water's mirror edge scatter once their shadows fell over them. That mattered not. Thor reached down, plucked the shield from Rogers' chest and set it to the side.

He kneeled down, both hands digging into the cool water. He sighed, already wiping the dried blood from his wrist. Cupping his hands together, Thor splashed his face and moaned with content, the coolness calming his nerves and his skin. He cupped his hands once more, levitating the dripping pool over to the Captain's head.

"Awake, my friend. We have much to discuss," Thor said, splashing the man's face. Steve Rogers jolted up, yelling in agony the moment he did so. He placed both palms near the target wound, his teeth grinding together and face contorted into several images of pain.

"_Ah_! God! Ahh…" Rogers groaned.

"It is getting worse," a heavy voice noted, capturing the eyes of the injured man. Steve instantly noticed Thor kneeling down near a pond, his face wet and gaze focused not on him but where it hurt. He winced heavily, taking his palms off the wound to see his gloves smothered in dark red.

"You are in dire need of medical attention."

Steve nodded, biting his lip. "Looks like it," he breathed, eyes shooting up and around. "…Where are we?"

Thor muttered something incoherent, bringing up his wet palm to scratch his stubble. "We must have landed somewhere deep into the forests of Sokovia. You and Barton were the only ones I managed to rescue in time. I cannot speak for the others."

The God of Thunder sighed heavily while simultaneously scratching the back of his head. Steve turned his head towards him. "That still does not explain the vortex that appeared after I blew apart the—"

And then he instantly dropped his gaze.

Thor shook his head, eyeing Rogers' low stare. "Listen to me… I do not embrace the decision any more than you do, but we had no other choice."

"Really?" Steve asked, slowly nodding his head, keeping his hard stare forward and away from the Asgardian. "You taking advice from Stark now?"

"It was _my_ choice, not _his_!"

"Does it make any difference?!" Rogers shouted, placing his palms against his abdomen once more. He pursed his lips tight, staring up into nothing until finally bringing his gaze back to Thor. "All that matters is that hundreds of innocent people died. Hundreds…of innocent people. By our hands. How can we protect the world when we let the blood of innocent lives fall onto us?"

"What difference does it make?" Thor asked, almost breathless. He slowly stood up, eyeing the prone soldier with wounded eyes. He said, "You do not believe I to be one with loss? You do not think I regret the decision I made? Because I do!"

Steve's jaw dropped, shallow breathing flowing in and out.

Thor continued, shaking his head and narrowing his eyes. "We are the protectors of Earth, the very world that holds my dear Jane…and billions of others. How can I go about with the weight of such loss when I can bear such little?"

The Captain dropped his gaze. "You can't put weight on human life. Every bit, every single life is precious. And we just tossed it aside as if it was nothing."

"I feel for the hundreds lost, my friend. But you cannot tell me that the extinction of mankind would be any less than what has already been done."

The silence drifted on between the two Avengers, bringing forth the music of the demented forest. The music waded in and out, up and around, surrounding the two in its dark embrace. Steve kept his gaze centered on Thor, their eyes locking, connecting, and intertwining. He saw the sorrow, the absolute loss of color in Thor's once powerful vision. He saw all that he needed to.

Thor watched his comrade prop himself up on his right elbow, cringing only once. The man sighed, shaking his head before clenching his bloody palm into a fist.

"There's always a choice…" Steve managed to croak, staring up at Thor with sorrow-filled eyes. He muttered, "You know that, right?"

Thor nodded, holding out his hand to the man. "More than I ever could," he told him.

Steve began to reach forward, but stopped when a quiet rustling appeared from behind the caped god. Thor just so happened to hear the rustling as well, spinning about and facing the dark foliage where it made itself announced. The leaves amongst the fields of bushes began to stir more violently.

"What is it?" the Captain asked, struggling to see passed Thor's red cape.

"Trouble," Thor stated, jamming out his right forearm, fingers outstretched.

The rustling became more excited, pushing past low tree limbs and snapping them in the process. Thor kept his glare centered on the area of the movement, his fingers flexing in and out over and over again. It should be any moment now…the moment whenever the foul creature stuck its miserable head out of the bushes and struck.

It appeared. Through the dark bushes, a pair of glowing yellow eyes stared down the two.

Thor bared his teeth. Any moment now…

Any moment for the creature to emerge and—

A pair of hooves stepped out from the bushes, pushing forward until a cloaked figure broke through the darkness and entered the light. Thor, his hand still outstretched, caught slight traces of gold lined around the foreleg and neck of the small creature. Steve leaned over, eyes narrowing to witness their visitor.

It reached forward and pulled down the hood. The yellow eyes disappeared, replaced only with a pair of strong cyan.

"For what reason were you yelling? I heard the both of you all the way from my dwelling."

Thor kept his gaze centered on the figure, the strange animal that had just spoken to them. His lips shut, hiding his teeth, and only his gaze remained, unbroken and willing to stare on. Thor knew what it was. From the forelegs to the pronounced muzzle, to the mane and tail, Thor quickly realized something…

He had no idea animals from Earth could talk.

"…A talking…horse…?" Thor muttered, lowering his arm and earning a curious eyebrow to rise from their visitor.

"Zebra," Captain America corrected, though the disbelief in his breath was strong.

Thor couldn't respond in time. A hammer broke through the trees and smacked him right in the side of the head, sending the God of Thunder into blackness.


	6. This Ain't Earth! This Ain't Earth!

"Wow! What's this?!"

"Don't touch that."

"This is _incredible_! Never in all my years of science have I witnessed such…such…precision and fluidity!"

"That's cool. Now back off."

"Can I touch this one?"

"No! You… Actually, yeah, you can touch that one."

"How did you even _manage_ to capture electrified light particles and use them for both flight and offensive capabilities?"

"I'll tell you when you're older. Now please, this is very delicate equipment, and I can't have anyone getting too close to the—"

"How 'bout this one?"

"Which—? No! Don't touch tha—!"

Spike had gripped his claw around a small, cylinder-shaped object resting within the forearm piece of the shattered, metal suit. Doing so activated the miniature missile to shoot outwards at breakneck speeds, the poor dragon still clasping onto the object for dear life. Tony Stark, who was previously fixing up the lower torso portion of his suit, ducked once the missile flew over his and Twilight's head, the dragon following suit.

"Spike!" cried Twilight, both she and Stark ducking once more as the missile came back for a flyby, carrying Spike across the library, bouncing against the crystal walls, and finally impacting the top of the exit. Spike, of course, faceplanted against the crystal wall before he and the missile slowly fell to the ground.

Twilight made her move forward, only to be stopped short by Stark's hand blocking her path.

"Wait up…" Tony warned, eyes wide and breathing silent.

Twilight shot her stare away from the man and onto her injured friend. Spike groaned in pain, the missile in his claw sputtering for several seconds. It popped, small puffs of smoke escaping its exhaust before finally falling silent. Stark breathed a sigh of relief.

"Just a dud," said Stark casually. "That was a close one. Could've sworn the missile was gonna blow there."

"Wait, what?!" both Spike and Twilight shouted.

"Well, what'd you expect?" Tony said, his arms out wide as if he was confused by their response. "My suit is a personal weapon of war, treated only by the hands of specialists…me personally. I don't carry around toys, kiddies. Oh, and you might want to get rid of that missile like…now. Probably might want to bury it, too. Just to be on the safe side."

Spike's eyes shot open. All the pain in his body suddenly vanished. He leapt up with renewed vigor, carefully handling the missile in his claws as he made his way out of the library and presumably outside the castle to do as Stark mentioned. Twilight watched him leave, her eyes shifting over to gaze at Stark. He paid her no heed, already returning to his work.

"So that…missile could've blown up?" Twilight asked, moving over to stand to his left.

"Oh, yeah," Tony said nodding, bending down and picking apart several wires within the exposed chest cavity of his suit. He sighed and returned his gaze over to the pile of tools Twilight had provided him with. "You got any smaller tools…or anything that could be useful to me?"

He didn't get a response right away. That irked him. He always expected a direct response right away whenever he was working on his suits. Just like how Jarvis…

Stark momentarily stopped what he was doing. He closed his eyes. His hand that had been previously gripping the miniature screwdriver dropped the tool and rose up to rub his temples. He needed to stop this. Now. He was gone, nothing could change that. Every bit of his existence was transfused within the heart and soul of the android. He had a body, he had a figure. He finally had his freedom. But still…the feeling of having old Jarvis back, back when he was just making suits. Those were the days. Not like recently with the world tearing itself a—

Twilight's voice returned, breaking Stark's daydream and causing him to blink several times.

"That missile…could've blown up?" Twilight asked, her voice on the edge. This time, Tony looked back at her, though he still looked bemused. "And what about my friend? What would've happened to Spike?"

"Are these supposed to be the important questions?" Stark asked with his arms crossed, causing Twilight to frown. He continued, pointing at her. "Because I only answer the important questions, remember?" The look on her face…

He rolled his eyes, facing the table again and checking the tools he was given. "There was a good…twelve percent chance it was gonna blow, but that's just speculating. I'm sure Draco would've been fine."

"Who?"

He couldn't even make references around these characters. Now what?

Tony just shook his head. "It's nothing. Just…forget it," he told her, falling into an uncomfortable silence, one Stark was not used to. He needed someone to talk to, someone who he can connect with or, better yet, belittle. Rarity had left the moment he started talking about the Arc Reactor technology that once powered the suit—which Twilight took great interest into—so she was out. He kind of liked Spike, but he wasn't really the techy kind of person. The only one who was really interested in his work was…

"Sooo…" the unmistakable voice of Twilight Sparkle began from his side. Tony stopped picking up torn and unusable pieces from his armor lying across the table and turned his eyes towards her, noticing her hooves placed firmly against the crystal and her eyes staring intently at his broken suit.

The look in her eyes was so fresh, ready to take on the challenge of exploring all that there was about all of the information of the technology Stark had told her, all that he presumably told her. There were still many secrets not even the purple pony should know. Tony, on the other hand, was waiting for her to continue, his mind reeling on what she could ask next.

The entire walk into the castle, through the halls, into the library, him stripping down and breaking off the armor was just questions after questions after questions. Every single one was about his suit, and he told her as much as she should know. Nothing more. What else could she ask? What else could be in that young, intelligent mind of Princess Twilight Sparkle?

"About you falling out of the sky…"

The inevitable question, the one that Stark hoped she'd never ask.

He remained silent, tinkering away at the metallic arm. She said, "You seem to know your way around the suit, considering you built it and all. So, there must've been something that happened to you when you were flying, something unexpected. Mind if I ask what it was?"

Stark jammed his hand into the right forearm, bringing up the armor and flexing his fingers. He eyed it cautiously, raising up the screwdriver and tightening the mechanics. "Yup…something definitely did happen," he told her, biting his lower lip.

"Which was…?"

"Let's just say I got into a fight. Kind of a…big fight over the safety of the entire world." He shot out his arm, the palm of his hand glowing bright. "Where I'm from…I'm sort of a 'big deal' and a…uh… I guess you could say I'm a superhero."

_That_ actually shut her up. But only for a few seconds. Thank God for those seconds of silence.

Twilight smirked, her eyebrow rising suspiciously. "_You_? A superhero?"

"Hey, an argument could be made for a different title. Take your pick: billionaire, playboy, super genius, whichever you'd like."

The Alicorn giggled. "I'd never imagine someone like you to be a superhero," she said, still incredulous on the information.

_Neither would I,_ Stark thought, pulling his arm out of the metal covering and placing it gently back on the table. It wasn't too long before Twilight begun asking her next wave of impending questions. But only Stark determined if they were worthy.

"So, where you're from…you're a superhero?" Twilight asked, earning a nod from the man half-focused on his work. "Where exactly are you from?"

"A little planet called Earth," Stark answered almost immediately, lifting up his chest plate out in front of him. "Mind holding this for me?"

Twilight's horn began to glow, enveloping the chest covering in a purple aura. Tony moved the plating over to where it floated in-between the two, blocking Twilight's face as he moved in to begin his work, screwdriver in hand. It was little, but it was all he had to work with.

Twilight breathed out through her nose, nearly releasing an exasperated snort. It was as if Tony was trying to block her away, to stop her from asking those burning questions. He could try.

"So this 'Earth' is your home planet?" she asked. Tony didn't respond, but she assumed the answer was yes and continued on. "Are there any…other humans that live on Earth?"

It was as if she could see the strange look Stark had given her from behind the plating. He said, "Yeah…about seven billion of 'em…hopefully. Why do you ask? You plannin' an invasion or somethin'?"

Twilight shook her head, but she knew he didn't see that. "No, I was just…wondering is all," she told him, letting something slip by moments later. "…It's just that I was curious exactly where the portal sent me each time I visited the human world and where all of my Canterlot High friends—"

She could see his fingers coil around the chest covering and fling it to the ground in an instant, causing Twilight to yelp and back away as Stark gave her the wildest expression she'd seen out of the calm and collective human. His eyes nearly bugged out of his skull, his jaw was slightly ajar, and his words came out in confused mumbles.

He dropped the screwdriver, lifting both his hands that were nearly touching her face. "You… You've had a portal to Earth this entire time…and you don't tell me about this until now?" he asked her, voice wanting and fists clenched.

Twilight shook her head, taking a few steps back. She clearly wasn't expecting this side of Stark. From his bubbly and sarcastic personality, it was a surprise to see him so…serious all of a sudden.

She opened her mouth to begin to explain, but Tony beat her to the punch, standing up fully and looking around the library. "You know what? It doesn't matter to me. Where's the portal, or is it just one of those portals that open up every few years or so? I _cannot_ stay here in screwed-up horsey land for that long. I can't! The tech here—pardon me—sucks, and I can hardly even repair my suit."

While Stark was busy speaking to no one in particular, just yelling out random nonsense at that point of staying in a wooden cottage chopping wood, Twilight trotted over to her bookshelf and levitated a certain brown-covered book out from its position. She smiled, eyeing the sun image on the front cover.

"And you might want to go in looking for a better sanitation area, because that toilet I used was _way_ too… What are you doing?" Stark's speech was cut short with the sight of Twilight trotting past him with a book in her magical grasp. He watched her make her way over to a machine he would've slapped himself for not noticing earlier.

The machine stood a good ten or twelve feet tall, being made out of what appeared to be wooden gears and pistons with metallic rods sticking up and out of every direction. A large mirror sat in the center of the machine with steps leading up to the glass. Twilight, however, paid no attention to the glass and instead levitated the book upwards to sit on a golden stand.

What happened next actually surprised Stark. The book began to glow, raising a purple light upwards until it shot out to the two metal rods, traveling through the entire machine until the lights caught up together near the mirror, striking once with what appeared to be a flash. Tony flinched, resting his gaze on the aftermath.

Twilight stood in front of the mirror, or if it could even be called a mirror anymore. Clouds of purple and white swirled together and sank deep into the center of the mirror, creating a certain portal-like affect that Stark's seen in plenty of sci-fi-type movies. It was so cliché and awesome at the same time.

Tony began to approach the machine, never breaking his eyes from the glowing mirror. He practically ignored Twilight as she began explaining its purpose.

"I've used this portal many a time to travel all the way to the human world, or should I say 'Earth'?" she quipped, smirking over at Stark whose eyes refused to remove themselves from the portal. "All you need to do is step through the portal and you'll be there. However, I feel the need to warn you about some certain…side effects that might occur."

Tony dropped his gaze and stared at her questioningly. "Side effects?" he asked.

Twilight rubbed her hoof, her eyes staring deeply into the swirling shades. "Well…I know that a pony changes into a human once he or she enters the portal, and Spike turned into a dog. The best I can assume is that when I returned from being a human I changed back into a pony. So…a human entering the human world…"

"You guys are weird. I'm going in," Tony Stark commented, already taking his first steps into the portal despite Twilight's warning. No more than four seconds did he return with a look of terror etched on his face.

Twilight gasped, running up to him. "Mr. Stark, are you okay?! What happened in there?" she asked, leaning over to see passed his legs.

The man blinked numerous times, almost forcing himself to draw the images out of his brain. He shook his head, refusing to meet the Alicorn's gaze and said, "Well, Twilight, you were right and you were wrong."

She tilted her head sideways. "Huh?"

Stark pursed his lips. "That wasn't Earth…and there were side effects."

"Like what?"

As if he awoke from a terrible nightmare, Tony shook his head quickly, breathing out through parted and chapped lips. He muttered, "Well…I was at a high school filled with multi-colored teenagers…and I was a horse. Like…a legitimate, freaking horse, not like a pony like you."

Twilight's eyes grew wide, her stare shifting over to the portal curiously. A heavy sigh came from above, prompting the Alicorn to turn her gaze there.

Tony rubbed his eyes, groaning, "You got any bleach?"

Before Twilight could question the usage of such an item, a polite and elegant cough caught both of their attentions. Rarity appeared from behind holding out a tray which contained a few cups and a medium pitcher of tea. Some sandwiches were laid out, two having a pair of daises which earned a curious eyebrow to rise from Stark.

Rarity set the tray down on the table next to Stark's disassembled suit and approached the duo. She eyed the purple light escaping the mirror and asked, "My word, Twilight. Whatever are you doing with the portal open?"

"Oh, nothing major, just an experiment is all," answered Twilight, who levitated the book off its golden stand which deactivated the machine and closed the portal. She lowered the book so that it would be in her reach, but Tony snagged it out of the air before it could pass him.

He held out the book to the two mares, shaking it slightly. "I'm gonna burn this thing."

"No, you're not!" Twilight sternly told him, yanking the book free from his grasp and placing it back in the bookshelf. She sent a glare his way, earning a defeated raise of hands from Stark as he retreated back to the table.

Rarity watched him pass. "So, is there any reason why I just saw Spike burying a metal rod behind Twilight's castle no more than a few minutes ago?" she asked, turning to face Twilight.

"It's a long story, Rarity," Twilight muttered, her tired eyes landing on Stark poking the sandwiches with a screwdriver. She sighed. "Look…there's something I need to talk with you about."

"Oh? And what might that be, dearie?"

Tony cut her off. "Hey, are those daisies on the sandwiches?"

Rarity spun around, smiling awkwardly. She stammered, "Oh, w-well, yes, darling. I'm dreadfully sorry. I didn't know if you'd like daisies on your sandwich, so I just made you a plain tomato and lettuce sandwich… I-if that's alright with you, I mean?"

Stark eyed the sandwich as if it were another one of his bombs ready to blow, striking shards into his heart. With one final look at Rarity, he pointed at her and asked, "Whole wheat?"

"Of course," Rarity confirmed with a smile.

Stark smiled back, though more jovial than Rarity had. He slapped his hands together and announced, "Then we're on peaceful terms, I'd say!"

"Yes…um…quite," the unicorn muttered faintly, eyes staring at the back of the man as he sat down and began to feast. A purple wing draped over Rarity's withers, earning a surprised squeak from the mare as Twilight leaned in close.

"Listen, Rarity," Twilight whispered as she took her friend over to the library's exit, "I just had a discussion with Mr. Stark about where he comes from. He said he was from the human world, a world called 'Earth', but when he stepped in the portal he described it as not being his home planet."

Tony poured himself a cup of tea, taking another bite out of his sandwich while simultaneously working on his suit. Rarity broke her gaze from the man and brought it back to Twilight.

"So, what you're implying is that there is a whole other human world besides the one with your Canterlot High friends?" Rarity pondered.

Twilight nodded with a smile. "Yes, and we need to learn as much as we can about it. I'll contact Princess Celestia as soon as Spike gets back into the castle and inform her of this information. She might want to have a little discussion with Mr. Stark…"

Rarity slipped under and away from Twilight's wing, having reached the exit of the library and back into the hallways of the castle. She faced Twilight fully, saying, "Sounds like a splendid idea! What should we do in the meantime, darling?"

"Well, Spike might still be outside trying to bury that missile as far down into the ground as possible, so I'll go get him. You stay here and make Mr. Stark some more food because I think he's already finished with his…and ours."

"Daisies were a bit much! Not a fan!" they heard from within the library.

Rarity looked over Twilight's shoulder, showing off a little half-grin. "My, my, he certainly has quite the appetite for a…um…uh…a human, that is. They are certainly odd creatures, wouldn't you say, Twilight?"

Twilight nodded, smiling as well. Joining her friend, she spun her neck around and witnessed Tony Stark continuing his work, never halting and only taking a few sips from his tea every now and then. He was so productive, so silent in his work that he almost gave off the impression that he was a machine himself, just like his suit. As Twilight continued to stare, Rarity took a step away.

"Well, I will be in the kitchen fetching fresh delicacies for our host if you need me," Rarity chimed, smiling as she made her way down the hall.

Twilight chuckled. "You sure warmed up to him."

"As long as he doesn't call me Marshmallow, darling, then we're on peaceful terms!" she called, already disappearing in the darkness. Before she could make her own retreat, Twilight spun back around, eyeing Stark tamper with his suit.

"Do you need anything else, Mr. Stark?" she let slip by.

Tony Stark lifted up his head and smiled.

"If you happen to have any information on assorted onboard weapons systems and repairs for communication arrays and sensors, I would love to hear about it. Oh, and viable power sources suitable enough to be able to withstand any force of nature, bullets, rocket blasts, and enemy radar would be greatly appreciated."

"Really? I've just been recently studying a spell that can electrically charge any particles on command. I'm certain the spell can work for power sources, just as soon as you get them up and running. Take your time. I have confidence you'll get it fixed sooner or later."

Stark's smile fell apart. Twilight turned away and left, a victorious grin tugging at her lips.


	7. America's Pastime

Thor Odinson awoke with a splitting headache and a strong aroma streaming in the air.

The moment he opened his eyes he knew he wasn't in the dreaded forest any longer. Well, partially knew. The ceiling he stared upon resembled strongly that of bark from a tree. That conclusion only furthered his disbelief. He reached behind his neck, gripping something and shooting it forward to be examined.

A simple, white pillow.

"Hey, look who's up," a voice from the right called. Thor's attention left that of the pillow in his hands and changed over to the man sitting next to a burning cauldron. He recognized the man easily as Steve Rogers, but the same creature that they encountered earlier in the forest remained a mystery.

A zebra, it was called. Thor watched as it tenderly addressed the Captain's wounds with a needle and thread.

The Asgardian's eyes shot off in every direction, capturing as much of his environment as possible. Just as the ceiling he stared upon earlier, the entire housing seemed to be made out of the inside of a tree. Strange, symbolical masks hung from the walls like paintings, numerous pots and candles strewn across the racks against the walls.

And still, the cauldron burned on, filling the air with its delectable scent.

Thor shot his stare past the duo and noticed the door sitting in the right corner. An escape, if need be, but not for now. He still needed to make sense of the situation. The Captain's shield sat snugly next to the door, the flames of the cauldron fire flickering across its slick frame.

"Sleep well?" Rogers asked with his arm raised so the zebra could continue the work on his ribcage. Thor exhaled a great sigh, flipping his legs across the bed he lay upon so he rose to sitting position.

He raised his palms, placing them against his face and rubbing the weariness from his eyes. "Questionably," he muttered, the pain evident.

Steve nodded, but froze in his action once a shrill pain shot through his side. He clenched his jaw, seething through his teeth as the zebra applied one last stitch. The zebra reared forward, not halting the action and instead biting the end of the string once the stitches were finally in place.

The zebra set down the needle and thread atop the stand where it sat. It spun around, finally meeting the wondering eyes of the God of Thunder.

It spoke in a clear, female tone. "I apologize for not addressing you soon, but I simply had to attend to your friend's wound."

Having heard the zebra speak previously in the forest, the situation wasn't as shocking to him as it once was. Thor simply nodded, saying, "It is quite alright. I thank you for aiding in my friend's recovery. We…would not have found help in that forest if it were not for you to find us, I presume?"

The zebra nodded, offering a tiny smile to which Thor returned. She said, "I was lucky to have discovered you before some foul beast. Who knows what that creature would have done to you two in your state, perhaps become his feast?"

And then Thor's smile began to waver. His gaze narrowed, a questioning expression etched into his look. "…Well…can we assume that my friend will make a full recovery?"

"Your friend named Steve Rogers will recover as of planned," she addressed, facing away from Thor and approaching the Captain's side once more. She eyed the bloody stitches in the man's side, resting within the torn suit. "I will also repair this tear with the needle and thread on my table stand."

The zebra began to move across the room to retrieve a fresh pair of thread and needles. In her absence, Thor shot his questioning stare over to Rogers.

He whispered, "Why does she keep—?"

"Just…go with it," Steve replied in a hushed tone. "She's been at it for the past hour."

With that answer in mind, the two watched the zebra return to Rogers' side, a needle between her teeth and a spool of thread in her hoof. With surprisingly well-attained skill, Thor watched as she lowered the spool to the floor, spitting the needle into her other hoof, pulling out a small thread, and placing the sharp end of the needle back between her teeth. She sat down, using both of her hooves to raise the thread and stick it right into the needle's hole, tying the thread together.

Without a sound, the zebra moved forward and jammed the needle right into the tear on Steve's uniform. The two watched her work, Thor with wonder and Steve with assurance. He had already let her work on his far more serious injury from earlier, and she handled it fairly well. Repairing his suit was as easy and carefree as a stroll in the park.

In no time she was finished, biting off the end of the thread and tying it against the man's uniform. She backed away, watching with curious eyes as he placed his hand against his side, wincing only once or twice.

"The pain may take time to heal. But with minimal movement should the skin fully seal."

Steve lowered his palm. He smiled at her and said, "Thank you, ma'am, for everything."

She nodded graciously.

"Ma'am…" a voice from behind spoke, as if testing the word. Both the zebra and Steve looked upon the Asgardian still sitting in the bed, scratching his chin.

"I do not recall if we ever acquired your name," Thor said, turning his eyes to meet the zebra's.

She chuckled a bit, turning around and making her approach to the smoking cauldron. Using a nearby water jug, she doused the flame from underneath and picked up a small cup resting near. She scooped down into the cauldron, seizing a simple dosage of the strange concoction. With the steaming cup in hoof, she approached the sitting Asgardian, offering it to him.

"Zecora is my name, and I once again apologize if I am to blame," she rhymed.

Thor raised a brow, taking the cup from her hoof and studying its contents. "Whatever would we find reason to blame you, Zecora? You have brought us into your home, patched up my friend, and somehow found the courtesy to not leave me in that wretched forest."

While his attempt at humor just earned a frown from the Captain, Zecora chuckled and said, "Well, when I encountered the both of you, I witnessed something I thought not was true. A flying hammer broke the trees, and made its mark to the lump I now see." Thor gently rubbed the side of his head, cringing. "Lifting the weapon was an impossible task. For its immense weight, to you I must ask."

Steve tried to tell her, but Thor beat him to the punch. "That hammer did belong to me. It answers only to my command and can only be wielded by those who are worthy of the power of Thor."

"What about—?"

The death glare Thor shot him was enough to shut Steve's mouth, but a small smile was still present.

Zecora nodded, slowly beginning to understand, albeit not much. She eyed him as he took a few whiffs of the drink in his hand. "The drink will calm your nerves and heal your pain. As for the journey, I'm afraid it was your friend who carried you through the terrain."

Thor shot a glance towards the Captain, who only smiled at him. He smiled back, taking a small swig from the cup. In an instant, the warm fluid flushed through his body and mind, clearing it of the aches and pains he felt, just as the zebra had mentioned it would. His headache had vanished, thankfully, and he admitted that it was quite a delicious sensation against his tongue.

"Mm!" Thor grunted, his smile never wavering as he licked his lips and examined the cup. "This drink…I like it!" He quickly began to raise it above his head.

"Thor!" the Captain's voice warned, immediately halting his actions and bringing his eyes onto the mortal man. Steve only shook his head, his stare far beyond the point of serious. "…Don't do it."

"Thor…" Zecora pronounced, tasting the strange, alien word against the inside of her mouth. She chuckled, "I must admit, the name is strange for all its worth, but known surely to many for the Protectors of Earth."

The Son of Odin halted in his actions, lowering the cup to the ground and eyeing the zebra suspiciously. Before he could begin to question her, she continued on as if reading his mind.

"Your earlier conversation from within the Everfree Forest captured all nearby ears, though its grave message does little to settle my fears," she explained, facing away from the Avenger resting on her bed. She refused to meet Steve's gaze and continued.

"If what you said is true, mighty Thor, then Equus can no longer shy away from the alien lore. My only question for the both of you…" she twisted her neck and shot her gaze from the Captain to Thor, her eyes narrowing, "…is how you arrived before you came to?"

Uneasy at first—and still somewhat interested at just what "Equus" was, presumably the name of the planet they currently were on—Thor shifted his eyes over to Rogers for confirmation. Steve's lips remained straight, his head nodding once.

Thor's gaze broke off from Steve's and traveled south to the man's stitches. Unbeknownst to her, the zebra had encountered two completely different creatures arguing like two children instead of Earth's Mightiest Heroes. She saw two completely different creatures, aliens, and yet she still brought them into the safety of her home. She healed their wounds and offered them security in their time of confusion.

She deserved an answer. But maybe not the entire truth. Some things just couldn't be known and shared.

"Well," Thor began, rubbing the back of his head, "it is quite a long tale."

Zecora sat on her haunches and tapped her hooves together, nodding to him.

Thor looked over to Rogers for support. The Captain cleared his throat, earning the mare's attention. "It started way back after we infiltrated an outpost to retrieve a weapon long since forgotten. This weapon…" he paused, looking to Thor, "it…held power none of us had any knowledge over. None of us. One of our team members thought it was a brilliant idea to harness its power and create a peacekeeping weapon, a _true_ Protector of Earth."

"He had no idea what he was messing with," Thor muttered, clenching his fists so tight the white was seen in his knuckles.

Steve nodded and continued on. "Turns out that _peacekeeper_ was built upon a lie that humanity was the only object standing in the path to peace. Long story short, he tried to wipe out mankind in a single, earth-shattering event…and he damn well came close to it."

Zecora shifted her head over to Thor. He said, "I… We do not know how, but a vortex was created during the midst of our skirmish with the false peace-bringer. The last thing I remember after falling through it was saving two of my comrades and taking the impact of gravity's destructive force."

The two Avengers watched carefully as the zebra slowly nodded her head, breathing in the information given to her. With her eyes shut and breathing shallow, she rose up and stared into the eyes of the soldier.

"If what you say is a certain fact, can we fear over the false peace-bringer coming back?" she asked, her tone a bit worried.

With that asked, Captain Rogers simply had no answer and stared into her deep, cyan irises. Her worries began to rumble, threatening to spew out into the open like a volcano on the edge of eruption.

"Zecora…"

She spun around to meet Thor's welcoming yet worrisome gaze. If so, he appeared as troubled as she, clearly fearing over the fate of the so-called "Bringer of Peace". He offered her no smile and instead rested his hand upon her shoulder, squeezing it tightly.

"I can assure you that no harm will befall this world. If he even managed to survive the fall, he will come no closer to gaining any sort of advantage. The moment we catch wind of him…we will have him face justice. I promise."

The zebra managed to let slip the tiniest of smiles at the alien's promise. For the wildest reason, she found truth in his words, promise of protection against the evils of such a being threatening to make a return. The Captain sitting behind the two smiled as well, glad to see that Thor was leading towards the path for the protection of the innocent, and not just for what was in his own self-interest…like someone he knew.

Maybe he could forgive him one day for the events at Novi Grad and the decision he made. Maybe. But it still wasn't today.

Zecora's ear twitched, her body going rigid.

"What is it?" Odinson asked, growing worried.

But it already came.

"_**RAAAAAWWWRRRRAAA**_!"

The earth-shattering roar flooded into Zecora's home, shaking pots and kettles and causing quite the uproar from the forest outside. Birds screeched in aggression and fear, the howling of wolves grew fainter, and two Avengers shot up so quickly that one of their stitches threatened to tear.

Rogers reeled forward, biting his lip and pressing his palm against the healing cut. But that didn't stop him from staring towards the door, towards the outside. Towards the monstrous roar they had all heard moments ago. He frowned.

"Could it be the peace-bringer you warned of earlier? If so, just what—?" Zecora managed to say before her rhyme was interrupted.

"It is not," Thor confirmed, moving past the mare. He approached Rogers, the two carrying on a silent conversation even Zecora could not hear. Steve nodded, turning his head down to the zebra looking up at the towering figures curiously.

Steve nodded to her. "Ma'am," he began, jutting out his right forearm. In an instant, Zecora witnessed with stunned vision as his multi-colored shield flew from the far wall and attached itself to the man's arm, acting as a sort of electromagnet. "Thank you for your hospitality."

"Yes, quite," Thor agreed, sending a smile towards Zecora. "But if you will excuse us…"

He stuck his left arm out, fingers outstretched just as he had done previously in the forest, back where Zecora first encountered the two. Her suspicions rose, then she remembered just exactly what happened when he performed the said action. She backed away just in time for the hammer to come flying through the door, nearly blowing it off its hinges.

Mjølnir halted its incredible speed the moment it came in contact with Thor's palm. The Asgardian felt up the handle of his weapon, lowering it to his side.

"We have a friend to subdue," he finished, twisting around and making his exit, his cape flicking as he did so. Captain America noted the door barely hanging on, its frame swaying back and forth from the outside wind.

"And sorry about the door."

With that, he made his exit into the darkness, leaving behind a weary Zecora.

She sighed, her hoof making contact with her face. "I need to stop bringing in every creature I see." The door fell and broke in two once it hit the floor. "It surely will be the end of me."


	8. Sulk

His name was Doctor Robert Bruce Banner and he was a monster.

Through and through.

Inside and out.

Heart and soul.

It didn't matter what he had done for the preservation of humanity. All he had done. All he had lost. All who had suffered because of him and his fatal mistakes. He was to blame, no one else. To that day, to the time where the wind flowed past his face and the earth came quickly and so suddenly, to now where he lay in complete and utter blackness, he only had one, simple regret.

And that was to have listened to Ross.

Thanks to him, Banner lived in a world of pain and agony, a world where he could not feel it but others shall. A world that was out of his control, and when he lost that control innocent lives suffered for it. If he had never listened to Ross none of it would have ever happened. If he had never listened to Ross he would still be in the embrace of…

Betty…

The memory clouded his thoughts, ripping apart all aspects of what was actually transpiring before him. He cared not. He cared only for the memories and the miniscule moments of warmth they brought forth.

He could feel her soft breath against his neck, the same breath that would transform into the warmth he felt as of now. He would lay her against the bed, his hands exploring nearly every inch of her body as their lips joined together as one. Her shirt so loose, his already discarded, and their bodies fusing closer and closer—

_Beep, beep! Beep, beep! Beep, beep!_

"_Wait, wait!"_

"_It's okay."_

"_I'm sorry…"_

"…_It's so mysterious listening inside of you."_

"_Look at me…"_

"…Hey…quick!"

"Whoa! What is it?"

"You think…still alive?"

_He was drawn to her gaze, their bodies lying together, eyes staring into one another. Banner longed just to be with her. After losing her once, he nearly lost himself in that fall, lost in that darkness. Not anymore. Not while she held him so tight._

"_That pain didn't last… Not knowing was so much worse. I looked for your face everywhere."_

"…Celestia…this thing's…breathing!"

"_I never stopped."_

"What do you want to do? Just leave…here?"

"No…heard it whispering. Must be intelligent. Pony…Hospital isn't too far away!"

"You carry it…"

The rest of the memory was a blur. The coolness of the earth against his back disappeared, and strange, new warmth shielded his nakedness. Banner couldn't even keep his eyes open long enough to make sense of the world around him, but sight wasn't needed to tell the tale, neither was feeling. All he needed was his hearing and his thoughts.

And breathing. Breathing was always important.

_The dimly-lit household stuck in the far depths of Calcutta gave little light to Banner, a sigh escaping his jaw once the small child escaped through a windowsill in the far room. A voice approached from behind, earning the man's interests._

"_You know, for a man who's supposed to be avoiding stress you picked a hell of a place to settle."_

"_Avoiding stress isn't the secret."_

"…forest is crazy thick."

"Keep going. The hospital's…ahead."

"You think they'll know what it is?"

"…Probably not. But…talked earlier. So they have to save…see what it is!"

"_Nick Fury seems to trust you. But now we need you to come in."_

"_What if I say no?"_

"_I'll persuade you."_

"I see it ahead!"

"…They won't believe it."

"_And what if the…"_

His head jerked suddenly back and forth, earning a heavy groan from Banner as his eyelids failed to open fully once more. He caught glimpses of white strewn across the ground, numerous others displayed across the walls and the furniture of the establishment he had yet to fully examine. There were gasps, some screams, all too familiar.

Voices came back. His hearing wasn't too well. His world shook violently, almost tipping him over to the edge of darkness. He didn't need that. Not now. Not while he was still breathing.

"Oh, my stars! What in Equestria is…?"

"It's bleeding bad…"

_The accusing stares of his so-called "team members" bore into Banner's face until it pierced his skin. But it mattered not. He about had enough of them, treating him like a beast, unlike the man he sought out to become. Here, they saw him as a weapon to use in their advantage. Nothing else._

"_I got low. I didn't see an end so I put a bullet in my mouth and the Other Guy spit it out."_

"We need a medical team, stat!"

"_I was good, until you dragged me back into this freak show, and put everyone here at risk."_

_His mind blurred, visions of green flashing by and never stopping. They halted, only for a brief moment, and then to be awakened once more. Once more the beast broke through. Once more the beast came together. But this time it was his to command, his to control. His anger to be his own. And damn he liked that._

"I want to know why we're taking in this creature when there are numerous…injured from the meteor strike earlier this day?!"

"The two that picked it up in the forest mentioned that it was whispering actual words."

"How can you even—?"

"Hel… Help the…them…"

Silence. For the first moment since he blacked out, Banner had complete and utter silence. It felt good for the full four seconds it lasted. He spoke, and the next moment he was completely out of breath, his body feeling very weak. The other sounds that came in were muffled by numerous voices, the clattering of supposed medical equipment, and his body landing once more onto something soft.

"Get me some… It's losing a lot of blood."

"Right away, Doctor!"

His skin was pierced, earning a few grunts and deeper breathing from Banner. More voices, many worried, many far too innocent for what was sure to come if he didn't wake up and get away as far as possible. His anger, while controlled at most times, still was part of the human feeling, and that couldn't be controlled, not even by his standards.

That's why he always had her…

"_Hey, Big Guy…"_

_He spun around almost instantly, the green in his vision clouding around the female approaching across the winter landscape. She didn't seem afraid, the way her eyes stared eagerly into his own, not a hint of fear. Instead she spoke out once again, the smoke building around her._

"_Sun's getting real low…"_

_Banner didn't know why, he didn't know a lot of things once he let the Other Guy take over, but for the faintest of moments he relaxed, approaching her with the steadiness of a child approaching their mother for the first time, unsure of the situation but drawn to it. She held out her hand, her fingers awaiting his own._

_And then she dropped it, her palm falling flat and Banner reluctantly doing the same, resting his green fist onto her. With that, she continued on her own, offering the faintest of smiles when he looked at her. And then it was done._

_He managed to see sense and reason again, the green falling back to hide within his body, waiting eagerly for its return._

It wanted it. _Now_.

"I've never seen anything like it! Its body, its blood, its…everything!"

"Stabilizing… We can assume _it_ is a _he_, Doctor. And…there!"

Banner shook his head from side-to-side, eyes dancing across his struggling eyelids. The white light above him was strong, so strong as to where he was blinded and could not see straight. He grinded his teeth together, heart rate increasing by the second. He gripped the edge of the bed, ripping the blanket with his fingernails.

"_How long before you trust me?"_

"Doctor, his heart rate just went from 103 to 145!"

"That's impossible!"

"_It's not you I don't trust."_

"145 to 167!"

"Keep him stabilized! I can see him shaking from here!"

"_I adore you."_

_And that's when Banner's mind blacked out. She had just kissed him, pushing him further backwards until she stopped. He let the feeling of her lips against his consume him, his mind falling into a blank slate. The feeling was indescribable, felt only one other time when he was wrapped within the arms of his beloved Betty._

_He knew the complications. He knew why they couldn't be together. She did too. But for that moment in time neither of them seemed to care. All that mattered, all that was really important to them both was the connection they shared, even if was just brief. Just brief. But it was all the time he needed to realize that she didn't care what happened. All she needed was him. And all he needed was her._

_And then the world fell…_

"188!"

He could see it now. Visions flashed violently and became even more blinding than the light above him. Banner thrashed against the bed, the wires connected to him dancing as did the rhythms of his body. Several warm bodies pressed against him, containing his violent outburst, but it was no use. There was no use hiding away the monster.

The world fell apart, a black vortex sucking everything into its unforgiving maw. Banner, with his unending strength, was not strong enough. He was not strong enough, and he and the others he failed to protect suffered for it. Just like before. Just like all the other times.

Then he was falling, limbs flying about aimlessly while he roared and screamed and bellowed in hatred and agony and all sorts of pain. He could see her, screaming as she fell along with so many others, along with so many blue lights that tipped the sides of mountains and crashed in the forests below. It was her.

He lost Betty already. He sure as hell wouldn't lose her.

"Natasha…" Banner exhaled, his chest rising and falling at a brisk, uncontrolled pace.

_Monster…_

"196!"

_They're dead…all of them. What are you to do now…but to cause even more death?_

_Banner reached with all his might and with all his strength. He approached quickly, wrapping her quivering and tiny form close to his chest as he made his impact with the earth. Trees shattered, rocks broke in two, dirt and ground exploded from his impact, but she was not harmed. Even with his great power, even with all that he had, he let her get away._

_He let go and saw her tumble away._

_She's dead…_

…_No._

_She's dead…because you weren't __**strong enough**__ to save her._

_No…NO!_

"Doctor, its surpassed 200! Its surpassed 2—GAK!"

Everypony in the room froze. Nurse Redheart, the unfortunate mare who was standing right by the creature's bedside was now shaking in utter terror at its surprising strength. Its fingers coiled around her throat, cutting off all oxygen to allow the Earth pony to think clearly. All she could see, all she could manage through teary vision was the creature's eyes.

And how they were suddenly filled with green.

The doctors made no move, made no attempt to try and help her. They were all too surprised. Maybe not surprised. Terrified. Terrified seemed to be the right word. And even in their terrified state, even with the mare rising above the hospital floor and making short gasps for air, they heard it. They heard the creature speak fully and clearly.

It said, "Run…"

"…Run away…"

Banner tossed Nurse Redheart to the floor where two other nurses were quick to arrive to her aid. They helped her up, all three bringing their attention back to the bed and where the creature lay upon it. They screamed. They saw it for what it truly was, and they screamed. Everypony screamed.

And they ran just like he told them to.

Ponyville Hospital transformed from a field of peace and carefulness to a warzone filled with the squeals and cries of the innocent running from the beast. Doctors ran to their patients, closing and locking all the doors so the beast couldn't break in and find the weak ones. It did. It broke in and found them. It flung chairs and tables and beds all across the hospital halls, tearing apart the walls and ripping right through the floor to the next level.

And then it broke apart through the final wall of the hospital, finally meeting sunlight.

It landed feet first, slamming its fists to the earth and stumbling forward. It halted in its actions, back slumped and eyes forward, breath heavy and teeth cringed. From where it stood in the daylight bliss, a town sat in the distance, a town no doubt filled with innocent lives.

The Hulk didn't care. It reared back, eyeing the remains of the hospital and screaming. He just simply didn't care. But Bruce Banner did, and he screamed from within, trapped and alone.

Hulk shot forward, glaring at the town and swiping his palms forward. His palms morphed into fists, his deadly stare focusing on the area of his rage. He charged forward, roaring his war cry for the entire world to hear. To fear. To ready themselves.

To die.

"_**RAAAAAWWWRRRRAAA**_**!"**

And from where he once previously stood, no one could've seen the tears in his eyes. No one


	9. Speed Demon

"_**RAAAAAWWWRRRRAAA**_!"

The sudden scream was enough to jolt Rainbow Dash awake from her daily nap.

"Huh? Who dat? Where's the…? Huh?"

A montage of gibberish flooded out of the Pegasus' jaw the moment she pushed herself upwards. Her pillow, previously stuck to her forehead, fell flat beneath her, allowing Rainbow to scan her room for threats. Her cloud walls remained untouched, unscathed by whatever had created the noise. It sounded so close. So close to where she felt it as she slept.

But there was nothing. Nothing to catch her interest, nothing to keep her worried, nothing to keep her away from her relaxing slumber. Yawning, Rainbow Dash lowered herself back onto her cushion, sighing contently once her head made contact with the pillow. A small smile graced her features, visions slowly drifting off to the dream world once more.

_Knock! Knock! Knock!_

"Rainbow D_aaaaaassshhhh_!" a cheery voice sang from where Rainbow presumed to be the front door, to where she presumed a certain pink pony to be waiting. Her eyes shot open, red veins filling with white, and a groan erupting from the bottom of her throat.

She kicked away the blankets, plopping down onto the floor with eyes barely open. Feeling too lazy, she spread her wings and flapped in a lackadaisical action out of her room and down her steps all the way to the front door, where Pinkie was constantly knocking nonstop. The knocking quickly got on Rainbow's nerve, the mare already grinding her teeth the moment her hoof grabbed the door handle.

"This better be important, Pinkie Pie!" Rainbow Dash yelled, anger fuming through her breath. She swung the door open, being greeted with, of course, Pinkie floating a few feet above her with a bundle of balloons tied to her back. It was unusual, but the unusual was normal for Rainbow.

While Rainbow's heavy bags were clearly shown under her eyelids, Pinkie gasped greatly, swinging her forelegs about wildly.

"Oh, my gosh! Rainbow Dash! I'm so glad it was actually you this time who answered the door! I had to check like five other floating houses before I finally found yours!" Pinkie screamed, her little balloons _somehow_ keeping her afloat.

Rainbow's neck craned back, her eyebrow rising. "Pinkie…what are you…? There aren't any other floating—!" she began to argue, but stopped and realized it was fruitless. "Ah, forget it! Just what are you doing here? I was _trying_ to sleep!"

Taking in a deep breath, Pinkie began to speak with a smile brighter than Celestia's afternoon sun.

She said, "Okay, so it all started when I ran out of baking powder! And you know how the little Cakes are without Aunty Pinkie Pie there to entertain them with baking powder! Hee hee! Anyway, I went to the market to buy some more, said hi to Berry Punch and Miss Cheerilee, asked her how the students were doing, asked her about Apple Bloom's grades and all that crazy stuff—!"

"_Pinkie_!"

"Hold on!" she wined. "I was just getting to the good part!"

"The only 'good part' about this conversation is when _it ends_!" Rainbow shouted, her hoof gripping the door handle. She continued, glaring down the innocent, blue eyes. "Now hurry and tell me why you woke me up from my day off!"

Pinkie Pie rolled her eyes, the balloons atop her back swaying against the light breeze. "Well, duh! I bumped into Applejack when I was in the market. We talked a little, I told her about Apple Bloom's grades, she kept rambling on about some meteor hitting Ponyville, and then I felt it!"

"Felt what?" Rainbow asked, then stopped and backtracked. "Wait…what?! A meteor hitting Ponyville?!"

Pinkie recreated her actions, though they weren't genuine and appeared awkward. "Twitchy twitch, leg quiver, and finally a glob of spit to the dirt…or Applejack's face since she got in the way! Do you even _know_ what that means?!"

"Aside from spitting in AJ's face…no," Rainbow said, a bit uneasy. "But what about the—?"

Pinkie stared at her friend as if she was mentally unstable. She screamed, "It means I had to round up all of my friends! Applejack's waiting right below us, and Fluttershy's too busy taking care of her new human friends. So, we came to get you so we can all get Twilight and Rarity, you know…like friends would do!"

Pinkie's mouth was covered in blue, Rainbow's angry and tired eyes goring into Pinkie's innocent ones. Their noses touched, Rainbow speaking in a low tone.

"What about the meteor, Pinkie?! What happened to Ponyville?!"

Pinkie Pie scoffed, pushing Rainbow's hoof away. "That's why I'm rounding you all together in the first place, silly filly! We're gonna go throw that metal alien that crash-landed in the center of town a party!" After studying the look on Rainbow's face, Pinkie raised a brow this time. "Are you telling me you missed that guy falling out of the sky?! You'd have to be some kind of blind lawyer to miss that!"

She floated back, studying her pink hoof with a look of carelessness filling her gaze. It was so quick, so unlike Pinkie to change her demeanor like that. Then again, it was Pinkie. Why would Rainbow ever question that? She stared on, the information she was given trying so hard to break Rainbow's philosophy on what was right and wrong, what made sense and what didn't. It was only Pinkie Pie to bring this kind of news, the kind that made Rainbow question reality.

With a yawn, Pinkie muttered, "Oh, yeah…there's also a green rage monster destroying Ponyville."

"_WHAT_?!"

Roughly pushing Pinkie aside—which didn't mean much to the floating mare as she just bobbed up and down in mid-air with a joyous smile on her lips—Rainbow Dash stepped outside to be greeted by the rising sun. From where she stood, she could see carriages and fruit stands and other massive objects being flung into the air as if they were weightless. As Pinkie mentioned, a monster was destroying Ponyville, and the destruction and the screams all emerged from the town.

Those screams were all drowned out by an ear-splitting roar, one so loud that Rainbow could feel its vibrations in her bloodstream. For just the briefest of moments, Rainbow allowed a chill to crawl up her spine. It was just a brief moment.

Once the roar ceased, a faint call came from below, earning both mares' interests.

"Rainbow Dash! You get yer lazy rump out here this instant, missy!"

Groaning, Rainbow flew over to the edge of her flying fortress, a particular orange pony standing several yards below her. Her glare was strong, her voice even stronger, but that didn't faze Rainbow Dash as she retorted with a yell of her own.

"Okay, _Mom_! I was just about to fly off and save Ponyville, but then I realized I'd have to be dragging around two deadweight ponies. By the time I got there, all of Ponyville would've been wiped out!" Applejack's jaw dropped from that response, her face growing hotter.

"_Deadweight ponies_?!" Applejack screamed. "You better get down here ta say that ta mah face, Rainbow Dash!"

She really wasn't in the mood for this. She already got woken up from her big day off, and now she had to deal with all of this bull? Rainbow spread her wings, her glare fierce, but suddenly stopped when Pinkie appeared from behind her, her balloons keeping her afloat.

"_STOP_!" Pinkie screamed, halting the actions of the two mares. She pointed towards Ponyville, eyes wide and body twitching about. She quickly explained, "We can all fight later in the sequel! For now, we have to get back to Ponyville and get the metal alien party started! If we make it there early, I'll have enough time to prepare a rage monster party! _Two_ parties for the price of _one_! I will not lose this opportunity again!"

The silence that hung between the three carried on for numerous, uncountable seconds. Thankfully, the silence didn't last long. A collection of screams broke out again from the village, earning the group's interests.

Sighing, Applejack pulled back her hat and said, "Pinkie's somewhat right. No need ta fight now of all times. We need ta focus our efforts and save Ponyville!"

The weariness in Rainbow's anger-ridden gaze suddenly vanished, instead replaced by the same old fire and intensity she always had. She smiled, nodding to Applejack below and shouting, "Lead the way, Applejack! Pinkie and I will follow!"

Applejack nodded back, a determined smiled graciously gracing her lips as she took off to the direction of Ponyville. Rainbow Dash spread her wings, leaping from her cloud home and catching almost instantly. She took off down near Applejack's trail, leaving behind a lone Pinkie Pie hovering by five balloons.

That didn't matter. Pinkie giggled and whipped out a small fan. She turned it on and slowly…slowly made her approach closer to Ponyville.

The weak wind felt good against Rainbow's face, finalizing all the strength she needed for the challenge ahead. A monster was destroying Ponyville, a meteor had struck it earlier, and Pinkie rambled on about some metal alien. Overall, it just felt like any other day in Ponyville. But it felt different today. Today, on her day off, she was actually going to do something fun, like pounding the face in on whatever dumb monster thought it was good idea to stumble into _her_ town.

Sooner or later, Rainbow Dash would be leading the charge, Applejack seemingly just becoming an orange dot over the hill. There she would be, Rainbow Dash, the hero of Ponyville and monster slayer. The mere thought of it brought a smirk to the mare's face, only for it to instantly vanish once she was knocked into a nearby cloud.

Like…_really_ hard.

Rainbow stuck her head out on the opposite side, her flank and tail still residing on her point of entry. She coughed for a brief moment, spitting out cloud dust and eyeing her surroundings, hopefully to catch a glimpse at what had just attacked her.

She saw it. Some of it, actually.

Whatever it was, it bore a red cape and broke across the afternoon skies at breakneck speeds, its wave actually feeling like bits and bolts of electricity coursing through the air and Rainbow's mane. She shivered, teeth chattering once the caped creature quickly made its approach to the flying carriages and screaming ponies. Ponyville.

Her glare returned, teeth halting their chattering and instead choosing to grind together in anger. Whatever it was, it had the nerve to actually knock her into a cloud! Her, Rainbow Dash, the fastest flyer in Equestria! Her anger boiled, ready to blow, and Pinkie's coverage of the situation helped to unleash that anger.

"Wow! That guy sure was fast! In fact, he was probably the fastest flyer in the world! I'd _hate_ to be the pony that has to compete with _that_ guy!" Pinkie shouted, her tiny fan pushing her slowly past the cloud Rainbow was lodged into.

Rainbow pushed herself out of the cloud. She hovered mid-air, eyes searching and locating the red dot that kept at its pace of approaching Ponyville. It wasn't slowing down. Good. Rainbow just needed to catch up.

She frowned, blowing a strand of mane from her vision and muttered, "Fastest flyer in the world, huh?"

Pinkie Pie was blown aside, all of her balloons popping the moment the rainbow trail past her by. She clutched onto her little fan, screaming as she fell to the ground, but landing safely as a cat would. She eyed the heavens, catching sight of the rainbow trail quickly approach Ponyville with speeds Pinkie had yet to witness.

She gasped the moment the rainbow trail blasted by the caped figure, knocking said figure into the nearby lake with a splash nearly twenty feet high.

* * *

Thor slowly raised his head above the water, spitting the lake water out of his mouth.

The golden hair that stuck against his forehead blocked his vision, nearly obscuring the rainbow trail as it made its escape towards the screams of terror. It was the same rainbow trail that cut off his flight pattern, making him lose his grip around Mjølnir and forcing him to plummet to the only area the rainbow had knocked him towards.

A lake. A filthy, fish-ridden, scum-infested lake. It didn't help that it was a rainbow that was strong enough to cut him off. A rainbow of all things.

"I hate this world…" Thor muttered, hearing several gasps from his left. Spinning about, Thor caught three younger looking equines staring at him from the lake's edge with eyes far too big for their skulls to hope to contain.

The first one was an orange-colored Pegasus with a rough, purple mane. The second, a unicorn, Thor presumed, had a whiter coat, a soft pink and purple mixed mane to go with the coat. The last one was a yellow equine, possibly just a regular filly due to its lack of wings or a horn. The only distinguishing factor it had to the other two was its red bow and mane. All three sat together, all three eyed him with jaws slacked, and all three screamed in absolute terror and made a run for it.

He really didn't want to care. Thor really didn't want that to get to his nerves. He steadily exited the lake, water spilling from his armor and damp cape as he stepped into the dirt. From where he stood, he could see Mjølnir indented within the nearest tree, the same tree the three equines resided under before they retreated as fast as their little legs could push.

The Asgardian stuck out his palm, the hammer instantly flying outwards and landing in his grasp. He spun around, facing the same roars as he heard earlier.

_Crack!_

And then he stopped. Slowly spinning back around, Thor caught the source of the new sounds. It came from the tree, the same tree he ripped his hammer out of. A massive hole remained in the side of the tree, several more cracks appearing around its base. It tipped, threatening even further. Right for him. Right where he was standing.

"I _really_ hate this world," Thor deadpanned as his vision was filled with tree branches and broken sparrow eggs.


	10. Avengers Disassemble!

Fluttershy stepped aside, allowing Clint Barton to enter her cottage with another wounded creature slung over his shoulder. She gasped, hooves reaching up to cover her mouth once she spotted the trail of blood drops falling from the creature's limp arm.

Her eyes followed the trail of blood to witness Barton gently place his friend down onto the couch, folding the arms together and kneeling by its side. Barton lowered his bow over to the wall. He moved in close, raising his palm and softly rubbing his friend's scalp, whispering calming words. Fluttershy's gaze softened at the saddening scene, her approach slow and steady.

Her hoof landed on something smooth. She looked down, noticing her first aid kit's supplies scattered across the floor. She frowned, quickly picking up each tool and settling them back within the case. With the kit's handle between her teeth, she approached Barton's side, appearing by his friend's lower body.

As Barton whispered his words of comfort, Fluttershy took great interest with the new creature Barton had brought in, his "friend" as he had mentioned earlier. With its slender form, slightly wider hips than his own, ample breasts, and long, curly, orange hair, Fluttershy could only assume the creature was female. The faint lipstick was also a dead giveaway.

Without wasting any more time, Fluttershy placed the first aid kit on the floor and removed its contents. She made one more scan of the wounded body, noting the cuts, scratches, and blood stains. Bending down, Fluttershy plucked a cloth from the kit, gently rubbing away the blood stains near the tears on the black suit.

Throughout the duration of healing the female's wounds, Fluttershy's hearing caught wind of Barton's whispers.

"Come on… You're not leaving me now… Not now…not after everything we've been through," he breathed, his left palm gently caressing her filthy forehead. Fluttershy listened closely, but still continued her work.

"You were there for me when I was in the dark. Back when I…" he paused, not keen on sharing that info with someone around, "…lost myself. You never gave up on me, even after everything I was forced to commit. Please…let me do the same. Let me be there for you when you come back…"

He reached down and gripped her bloody palm with his own.

"Please…" Barton said, his head low and eyes shut tight.

Fluttershy sniffled, eyes threatening to shed a tear or two. She wiped her hoof across her gaze swiftly, pressing the bottle of alcohol onto the cloth she held and applied its contents onto the female's visible wounds. Doing so earned a quick inhale from the prone female, her breathing slow and eyes refusing to open.

Fluttershy shot a glance over to Barton, whose head remained low and away from her. She continued applying alcohol to the cloth, pressing the cloth to every cut she saw, again and again and again. In no time, she was done. She placed the bloody cloth down near the kit while retrieving a fresh roll of gauze bandages and medical tape.

Ripping out a suitable-sized amount of gauze, Fluttershy gently pushed it into the first and largest cut she saw, quickly reaching down to pluck the tape from the floor. Biting the ends off, Fluttershy pushed the tape near the ends of the gauze, ensuring it to stick to the wound.

One down…

"So…um…what's her n-name?"

The question sort of slipped out, floating about in the air despite Fluttershy's attempts to capture it and place it back where it belonged. Barton heard it, to the Pegasus' great disappointment, and turned his head towards her shrinking form. Her eyes darted his way, and then retreated back to her work, ripping gauze and medical tape.

Barton sniffed, noticing that his hand was still grasping hers quite tightly. He relaxed his grip, placing both of his palms against his kneecap.

"Natasha."

"Huh?"

"Her name," Barton clarified, eyes narrowing on the yellow Pegasus desperately trying to hide behind her mane. "Her name's Natasha."

Fluttershy tried to smile. "That's a beautiful name." She applied the second gauze strip to the large gash across Natasha's lower hip.

"It is," Clint agreed, actually smiling while his gaze drifted over to her slack facial features. He noted her breathing becoming more pronounced, her chest rising and falling at a steady rhythm.

Fluttershy noticed the smile and his eyes hanging over Natasha's form. How he held her hand, rubbed her forehead, whispered words of comfort to her. Sooner than naught—and wanting to keep whatever conversation they had going—Fluttershy asked, "Is she…well…your…y-your um…"

"Are we together?" Barton asked, earning a tiny squeak from the Pegasus, a red hue burning in her cheeks. Barton gave off a dry laugh, shaking his head. "No… No, we're just…really close."

"Oh…" Fluttershy murmured, continually eyeing her work while shifting a glance or two to Barton's way. She politely cleared her throat, earning his attention. "Um…it doesn't look like you two are from around here."

Barton leaned in. "Where is 'here' exactly?" he asked.

"Equestria," Fluttershy answered, beginning to ready the third gauze strip.

"Then we're not from around here," he said, leaning back until he slowly settled into a sitting position, his forearms resting on top of his kneecaps.

Fluttershy leaned over and pressed the strip over to Natasha's last big cut. "Oh, so you're from some far-off land? Another country, perhaps?"

"Another world."

"I beg your pardon?"

Barton opened his mouth to explain, already meeting the curious expression of the yellow Pegasus tending to his friend's injuries, but he stopped abruptly. He stopped when the soft groans caught his hearing. With speed that surprised the mare, Barton rose to his knees, gazing heavily onto Natasha's form.

Her brow furrowed, head tilting to the side as more disgruntled moans blew past her lips. Both Barton and Fluttershy studied her closely, waiting for any other sort of response. Barton wouldn't wait any longer for his friend to wake up.

"Natasha…can you hear me?"

Her eyes fluttered open, a moan escaping her exhale. Natasha's soft gaze floated upwards, connecting with the friendly and familiar stare of her fellow agent. Her fellow Avenger. Her friend, Clint Barton. Hawkeye.

"Clint," she breathed, every breath being as painful as the last. She reached up, her limp palm gently caressing Barton's face. "You alright?" asked Natasha, earning a humorous smile from the man.

"Yeah, I'm fine, and so are you," Clint told her, reaching up and gripping her palm. He motioned his head over to his little, yellow companion, Natasha's stunned gaze following suit. "You have Fluttershy to thank for that."

The yellow Pegasus, presumably named Fluttershy, faintly smiled, offering a little wave.

Natasha's jaw remained frozen solid, open without a single breath escaping or entering. Finally, she found a reason to breathe again, eyes never breaking contact with the Pegasus suddenly feeling very uncomfortable. "Clint…where are we?"

"Would you believe me if I said Heaven?"

"No."

"Hell?"

"Possibly."

"I honestly think it's a mixture of both. We're in a place called 'Equestria'."

Natasha broke her eyes away from the Pegasus, sending a questioning stare towards Barton. "Equestria? What are you talking…?" she began, but suddenly halted once the events prior to her fading came rushing back. The flood of sentries, the world falling down and ripping apart, and that black hole that kept reappearing behind her eyes. She groaned, head falling back onto the pillow.

"I think I know what happened," Natasha muttered, eyes shut.

A faint voice came from below, earning Natasha's interests. The Pegasus began to speak, really surprising Romanoff when it spoke clearly and consistently. "Um…I'm sorry to be a bother but…what exactly did happen?"

Noting the rising eyebrow from Natasha, Fluttershy blushed and tried her hardest to become invisible. "I'm sorry! It's just…this day was just like any other day…but then Barton showed up and one of those sentries almost killed me and..." she sighed, "I would really appreciate an explanation, because this day just keeps getting really, really weird."

"_**RAAAAAWWWRRRRAAA**_!"

The pandemonium was instantaneous. Fluttershy shrieked in terror, falling onto her haunches and curling together as tight as she could. Every animal in her cottage proceeded to follow her actions, but instead chose to react as if their own individual predators stepped into the cottage. Birds chirped in their cages, wings flapping wildly. Rabbits and squires scurried off into holes in the walls or made their retreat underneath desks or tables. Barton and Romanoff remained where they were, eyes glued to the door and the outside world.

Once the silence settled back in to her cottage, Fluttershy peeked up from her mane she held tightly with her front hooves, her body quivering in absolute fright. She watched Barton stand up fully, continuously eyeing the door.

"It's about to get weirder," Barton growled, plucking his bow off from the far wall.

The Pegasus' nervous gaze shifted over to Natasha, who for some reason couldn't keep her eyes off the door, her breathing becoming uncontrolled.

In that loss of control, she managed to breathe, "Oh, boy…"

* * *

The moment that deafening roar broke out across Ponyville, Tony Stark was already outside of Twilight's castle with the most unusual bunch trailing him. Twilight Sparkle and Spike stood by his left, Rarity on his right. Tony held the middle ground, his eyes catching the flying carriages soar right on by.

"I know I just got here no more than a few hours ago, but I'm pretty sure carriages aren't supposed to do that," Stark quipped, flinching once the carriage impacted, several screams erupting from its crash. "Unless of course all meaning just doesn't apply to Equestria, judging by 'daisy sandwiches' and 'portals to Doug's universe'."

"They're not supposed to do that!" Twilight yelled worriedly.

Tony breathed a sigh of relief. "Oh, good! I thought I was losing my _mind_ there for a second. I bet you guys would've liked to see that," he said, all three of his companions catching the forced humor in his tone and finding nothing funny about it.

Twilight stepped forward, worried stare focused heavily on the trail of screams leading to the destruction of Ponyville. Her head swiveled backwards. She shouted, "Come on! We have to see what's causing all of this and put a stop to it!"

Rarity and Spike took off after Twilight, a reluctant Tony Stark following suit. As all four of them drew nearer, the screams and the sounds of destruction became stronger. Each footstep could feel the vibrations of the earth as it trembled and cracked, shook and sputtered, screamed and died. For Twilight and her two close friends, they simply had no idea what to expect. No more than a few hours ago did they discover an intelligent alien wearing a robotic suit. Anything could've happened that day.

Tony Stark knew exactly what they were going up against the moment he heard that roar.

And he had no clear idea how to stop it. How to stop _him_. Without Mark 44, it was impossible. That suit was the only key to stepping up against him with enough strength, at least to slow him down for the time being.

At least he could try. The screams were growing so much louder. So loud that Tony hadn't even caught the gasps of shock and terror from the three standing in front of him. He stopped in his tracks, a deep exhale blowing out his lungs. Stark slowly shook his head.

He knew exactly what they were going up against.

A very pissed off Hulk.

He burst through a house, stumbling into the street. Ponies scurried away in terror at the sight of him, but he cared not. He grabbed the end of a nearby carriage, lifting the massive object with no effort and tossing it into a far-off household, spewing out wooden boards, hay, and several terrified townsfolk. Hulk reared backwards, fists held out to his sides as he screamed to the clouds.

Rarity was the first to react appropriately.

She screamed.

Tony didn't judge her. Yet.

"What in name of Celestia is that putrid, green beast?!" the unicorn exclaimed with her voice shrill, her hoof jamming out to point at the creature's backside.

Stark held out his hand, pushing himself to the front. "Now, now, he may, on first glance, be a putrid, green beast, but he's really just a big softie," he explained, eyeing Hulk's movements carefully. Hulk bent down, ripping a chunk of earth out of the ground and using it to bring down an entire house. "On the inside," Stark finished, though the uncertainty in his voice failed at hiding.

While Spike focused on picking up his jaw, Twilight turned towards Stark, her expression wildly confused. "Wait, what? You know that monster?"

"Where's Romanoff's flirting when you need it?" he whispered quickly, intentionally missing the question. "Alright, this is what I want you all to do…" he paused, continuously eyeing Hulk destroy the street ahead of them, "Stay back and let me handle this."

Both Twilight's and Rarity's jaws dropped simultaneously. The Alicorn shook her head, frowning. "Absolutely not! We will _not_ stand aside while _you_ deal with the monster alone! We're coming with you!"

"I agree with Twilight," Rarity stated, stamping her hoof in the dirt. "That ruffian will pay by our combined efforts."

"Guys…"

Stark shook his head, bringing his gaze down to the two pain in the asses he'd come to know as Rarity and Twilight Sparkle. He held out his hands, slowly saying, "Okay, here's a little story of how this'll play out if you try and help me. First, that guy over there, yeah, he's gonna smash you. Literally. Hulk. Smash."

"…Guys!"

"Stay out of the way. You may think you stand a chance against him, but you don't. Not at all. Zero chance. Get out of here, go help some ponies, do something else! Just stay away from _him_!"

"It's staring right at us."

Low growls began to form at the end of the street, silencing the argument between the three. Slowly turning their attention back ahead, Spike stood in front of them all, quivering with a single claw pointed forward, pointed towards the green beast glaring them down. Just staring under the hated gaze of the monster brought both mares back a few feet, their own legs unknowingly shaking beneath them.

As they stepped back, Stark stepped forward. Neither Twilight nor Rarity objected. They seemed to be at a loss for words.

Tony pushed past Spike, his hand held out to the young dragon, warning him to back off. Spike obeyed without arguing, fleeing to hide beneath Twilight's tail. He kept his pace, slow and steady, as the Hulk's eyes narrowed on him. He gnawed his teeth together at the sight of the smaller man, growls becoming more feral.

Stark held out his hands, continuing on with the screams of Ponyville burning around him. He began. "Hey, Banner. How's it going? You don't look too well, I mean, not as well as you usually look…scrawny and…less colorful."

Hulk roared, causing the three behind Stark to yelp in surprise. Stark just flinched back, eyes widened. He nodded quickly, the Hulk slamming his palms against his face as he breathed through gritted teeth.

"Alright, that's cool. That's completely fine," he said aloud, his tone becoming smaller despite his efforts. He knew his attempts were fruitless. Banner was too far gone now, and he no idea where the others were. Looks like he was on his own for this fight. Just like before.

Turning back, Tony caught sight of the three behind watching him, waiting for him to handle the situation as he said he would. He turned back, nodding once.

"Oh, God, please don't make me look like an idiot in front of them."

He fell to one knee, his right arm completely outstretched and aimed behind him. However, he kept his stare focused completely on Banner, the beast stomping side-to-side, waiting cautiously for Stark to make his move.

He made his move.

"Mark 45, I choose you!"

Twilight's castle doors flew open, a metallic figure jetting outwards at breakneck speeds. Rarity, Spike, and Twilight all spun around once the sound of Twilight's doors bursting open caught their ears. Their expressions flatlined, eyes bugging out of their skulls once Tony's suit came flying towards them, towards him, towards the one who created it.

The three backed away, clearing a path for the suit to merge with Stark, for it to give the human the type of edge he would need for the inevitable fight that was soon to befall Ponyville. It came rushing forward, fires erupting from its feet as it flew past the two mares and baby dragon.

And then it stumbled and fell apart feet behind Tony.

Seconds ticked away. Even the screams of Ponyville faded to silence. Stark, for some reason, kept his pose longer than he should have. The expressions on all three of their faces completely gave the situation its respected title. It was awkward. Silent and awkward. The Hulk was still staring them down, and Stark still hadn't received his suit.

Reluctantly, he turned his head back and saw it in a jumble of sparking parts feet behind him.

Tony nodded, lips pursed.

"Thanks."

He faced Banner again, instead meeting Banner's palm wrap around his throat.

"Mr. Stark!" Twilight screamed, her eyes fearful once the beast came into full view, his hand gripped around Tony's entire neck and shoulders. The green beast brought Stark in closer, his filthy teeth showing as he growled right in the man's face.

Tony gasped for air, his hands barely grasping Banner's pointing finger and thumb.

And then he threw him.

"Son of a bitc—!" Stark cursed the moment his back hit the glass window of a coffee shop, earning several screams from the ponies taking refugee within the building. He landed on numerous tables, pushing them aside as he finally came to rest on the floor.

He groaned, palms flexing in and out. "Okay…I'm hurt now. Definitely hurt now," he muttered as his face contorted into different levels of pain.

A roar and a crash later, Stark regrettably looked up to see Hulk stomp inside the coffee shop. As the ponies near the far walls quickly made their escape to the outside, Tony forced himself to crawl backwards, earning himself a few extra feet away from him and Banner. It wasn't enough. Hulk approached quickly, raising the back of his hand to strike.

And a magic bolt hit him in the back of the head.

"Hey!"

Slowly, Hulk lowered his massive forearm, his face turning back to the sunlight and the one who called him out. Standing outside, her wings outstretched in a sign of intimidation, was Princess Twilight Sparkle, her horn aglow and ready for another spell.

"Leave him alone!" Twilight threatened, her glare evident but holding no strength.

Hulk snorted, stepping back outside. The moment he did so a rainbow hit him square in the jaw.

Banner roared against the act, taking several steps to the opposite side of the impact. He clawed at his own face, eyes shooting off in every direction to catch a glimpse at his attacker. He scanned the skies, losing sight of his closer surroundings and suffering in doing so. A lasso flew by and fell over his face, tightening around his neck.

Banner's eyes shot open, both of his hands reaching for the rope growing tighter around his throat. He nearly grasped it, pulling with all his might.

"Ah can't hold 'im anymore! Do it now, Dash!"

Hulk was just about to turn on the voice, but stopped once that same rainbow came back for another strike, successfully connecting right onto his forehead. Banner fell backwards, the pull of the rope and the strength of the hit causing him to do so. As he made impact, he wasted no time in trying to get up. However, the magical blasts stopped him from doing so.

Twilight kept the beast held down with her magic spells, sending one right after the other. Her spells weren't hurting the monster, not by a longshot, but her intentions weren't to hurt it, but to buy her some time for her friends to show up. It didn't take that much time.

"Rarity, keep him down!" Twilight ordered, sending off a spell that connected right into Hulk's shoulder, earning an agitated roar from the beast.

The unicorn nodded, her horn glowing bright blue. Rarity focused her magic over on a nearby carriage, lifting the massive object with all her strength and levitating it over to the green monster. She slammed it down on him repeatedly, again and again and again. Banner yelled in anger, his hands gripped around the lasso while the wooden carriage crushed him over and over, slowing him down with each strike.

"Keep a good grip on that lasso, Applejack!" said the Alicorn, who shot a quick glance to her Earth pony friend. Applejack's jaw tightened around the rope, her head yanking back to keep the monster at bay.

Twilight shot off yet another spell, her ear twitching at the sound of laughter growing immediately closer. "Pinkie Pie, bring in the cake batter!" she shouted.

Instantly, Pinkie Pie appeared by Twilight's side, discarding her miniature fan and whipping out her baby blue party cannon.

"How did you know I filled the party cannon with quick-drying cake batter this morning, Twilight? Have you been secretly spying on—?"

"Just shoot the stupid cannon already!" Rainbow Dash screamed, skidding against the dirt as she made a quick landing.

Pinkie Pie aimed quickly, her tongue sticking out to the side as she aligned the cannon as best as she could. Slamming her hoof on the trigger, the cannon shot out a helpful supply of cake batter. The shot hit Banner on the pectoral. She fired again, earning a roar from Hulk as the second shot hit him in the leg, Rarity's carriage pushing him back to his knees.

Pinkie fired again, hopping right on top of the cannon and slamming all four of her hooves on the trigger repeatedly. Each shot made its mark, impacting against Banner's chest, legs, arms, face, and back until he was lying in the dirt, Applejack's grip tightening and Rarity's carriage crushing him. His eye was all that remained, widening as the last shot completely covered him.

"Stop!"

The rising of Twilight's hoof brought an end to the madness, brought an end to the conflict, and the cries and destruction had finally ceased. Everypony was breathing ragged, sweat streaming from their faces as Rarity finally relinquished her grip around the nearly destroyed carriage. Pinkie leaned forward, her belly resting on the cannon as she blew away the smoke building from the muzzle.

Applejack relaxed her jaw, moaning and rubbing her cheeks as Rainbow came to stand by her side, eyes cautiously watching the drying cake batter. Each one of them stepped forward. Twilight noted how the sound of the wet batter dried against the sun's destructive force, cracking and withering together. She also noted how it had unusually fallen silent, and how the cracks grew larger and larger—

A green fist exploded outwards, sending dried shards right into the mares' faces.

"RAWWWWRR!"

The scream was like nothing the ponies had ever heard before. It was loud, yes, but it was something more than. Something far more treacherous then anything they had ever encountered before. Not Even Tirek gave Twilight the chills she felt at that moment. Not even Tirek could make her feel afraid. But this beast, this "Hulk", as Tony had mentioned, was nothing like they had once faced.

It was something different and terrifying. Something strong, something powerful. Something that couldn't be stopped.

And it smashed them.

Just like Tony said it would.

Hulk easily broke out of the cake batter, gaining hold of Applejack's lasso and tearing it in two. Twilight quickly readied herself for another spell, but Hulk saw her horn glowing. He swatted his hand across the dirt, spewing up rock and earth that hit both Twilight and Pinkie, knocking both mares backwards.

"You're gonna pay for that!" a feminine tone threatened, easily catching Hulk's interests. He spun around, slamming his hands together and creating a shockwave so powerful it blew Applejack and Rainbow Dash back several yards. He watched as the rainbow mare tumbled across the road, finally coming to rest in a coughing fit.

He reached back and plucked the carriage out of mid-air, the carriage that was intended for his backside. A tiny yelp came from behind him.

With whatever remained of demolished carriage in one hand, Hulk spun around, meeting the meager gaze of the quivering unicorn. He approached her. Rarity's withered form already desperately tried to take action and escape. But her body betrayed what her mind ordered, and sooner than naught she was face-to-face with the rage monster.

It yelled. Loud. Right in her face. Smashing her personal bubble into a million little bits.

As the Hulk backed off, Rarity's eyes rolled into the back of her head and she fainted right on the spot. Hulk roared, his head raised high and fist slamming against his chest. A gentle moan caught his attention, causing the beast to run around and catch sight of the rainbow one beginning to stand back up. He grinded his teeth together in rage, the carriage in his right hand just waiting to be used.

With Rainbow Dash struggling to find her ground, she had no idea what was transpiring around her. She had hoped her friends would've regained the advantage, just giving her enough time to get back in the fight. It turns out that wasn't the case. At all. All she heard was heavy grunt that made her ears twitch in agitation.

She lifted up her head, weary eyes widening in shock once a large chunk of carriage was launched right for her.

It was too late. Even _she_ knew she couldn't get away in time. Scrunching together, Rainbow shut her eyes, bit her lip, and prepared for the pain to come. Instead, a red, white, and blue figure leapt in front of her, shielding the Pegasus with its own body.

Rainbow Dash heard the crash and flinched when it came, but felt no sense of an impact or the tearing of sharp splinters into her skin. She felt them rain down instead, gently landing onto her multicolored mane. Curious, she opened her eyes and lifted her head, jaw dropping at the sight of it.

The figure slowly began to stand, revealing a circular shield gripped tightly in its right forearm. That would explain how it had survived the impact of the carriage, its remains resting around them. But how? Why? Why save her of all ponies? Reluctantly, she continued upwards, scanning the colorful outfit until her eyes rested on the back of its head.

It turned its eyes back to her, their gazes connecting for a short moment. And then it broke off.

"Doctor Banner, that's enough!" he shouted, stepping forward and away from the Pegasus he had just saved. She continued to study him. She assumed he was male from the strength in his voice. She also assumed he was a guy because he stupidly approached the monster when he should have been running away.

Hulk growled, slamming his fists in the earth as he caught sight of his newest adversary.

Captain America remained unfazed, standing perfectly still. He yelled, "I don't know what's gotten into you. Controlling your anger…but this… We both know this isn't who you are, and I'm sure as hell ain't gonna let you keep hurting innocent civilians. It's time to calm down, Banner…"

Hulk roared and charged him.

Steve remained completely still, shocking the Pegasus lying behind him. That shock only amplified once the same red caped-figure flew in on the scene, tackling the green beast right into the dirt. Rainbow watched on, too stunned to even speak as the two went at, the caped one gaining the upper hand and actually throwing the beast into the side of a house.

Thor straightened his posture, lifting up Mjølnir out in front of him. Hulk shook his head, wooden boards falling down onto his shoulders. He looked up, grinding his teeth at the sight of the one who tackled him.

"Cease this aggression, Banner! We are only here to help—!"

Hulk's green fist sent Thor crashing into the house all the way on the other side of the street.

He emerged from the rubble, roaring in anger once a star-spangled shield hit him in the side of the head. Hulk stumbled back, his hand rising up to cover the injury. Quickly turning towards the source, he screamed out once Steve Rogers attempted to charge him, his shield already flying back into his grasp.

The smaller man was close enough, and Hulk brought down his fists on the area he presumed to appear next. Instead, Rogers slid underneath Hulk's open legs, appearing behind him and leaping upwards. Hulk, acting carelessly, spun around, meeting the end of the Captain's shield against his cheek.

That was the second strike. The third came from the flying hammer nailing Hulk right in the nose.

The hammer flew back, landing in Thor's grasp. "And we _will_ help you, my friend," he assured to himself, rushing forward to aid the Captain. Hulk saw him coming, yelling and swiping forward. Thor ducked on instinct, rearing up with his hammer in hand and smacking Hulk in the cheek.

Captain Rogers continued the assault, not slowing down for an instant. Banner was weakened, palms rising up to hold his face. Stepping back a few feet, Steve ran forward, leaned his right arm back, and nearly threw his shield on target. He would've succeeded too if his stitches hadn't opened up.

"Gah!" Rogers screamed, slowing down just a tad. That slight fault cost him. Throwing his shield would've opened Banner up, allowing him and Thor to capitalize. But no. One, miniscule fault cost them everything.

Hulk plucked Rogers off the ground, swinging his entire body over and smashing him against Thor. He released his grip around the man's body, sending both of them tumbling away down the street. They came to a rest in a pile of limbs several yards away, but Hulk was already there, his fists were already raised, his voice was already bellowing to the world.

And he just about finished them.

He just about crushed them under his strength.

But he didn't.

He stopped.

"Bruce…"

A large breath blew past Banner's lips, his lungs aching for the first time since he awoke. His fists lowered to his sides, the weight of his name called out somehow bringing them down. The rage, anger, the lust for destruction in his stare began to wade, his brain wanting to hear that voice again, wanting to know that it wasn't just playing sick tricks on him again.

So he followed it. He followed the voice and turned around.

The strength in his eyes simply ceased to exist. Every aspect of the rage that once burned like great brimstone inside of him was extinguished, the ashes floating away to cleanse the darkness. In that cleansing, he saw her. He saw her through the settling dust of his destruction. Her approach, while slow, was all he needed, was all the assurance he required to know that it was no sick game.

Natasha Romanoff.

It was her.

She was alive.

Banner growled, his muscles tightening. Joined by her side was Clint Barton, bow lowered but an arrow still in place, still ready to fire. With him was another one of the strange creatures he had defeated earlier, her coat a light yellow alongside her pink mane. She seemed frightened, standing close to Barton's thigh and refusing to move forward. Barton stopped as well, his worried gaze shifting over to Natasha.

She didn't stop. She kept moving forward, closer and closer to the monster. The battlefield was silent, warriors of the destruction paying heed to the beauty approaching the beast. Twilight and Pinkie stood up together, dirt covering the entire bodies. But they stared on, slack-jawed and breathing shallow.

Applejack and Rarity watched the scene play out as well, mostly Applejack trying to wake up the dazed unicorn. They remained silent alongside Rainbow Dash who, for some reason, couldn't find any reason to speak. It was as if all the words were ripped from her tongue, leaving her mute.

Both Thor and Captain America just sat by and watched, tending to their own injuries knowing the battle was over at last. Tony Stark, having recently emerged from the wreckage of the coffee shop, coughed loudly, swaying his hand out in front of him. He caught sight of Romanoff approaching Hulk, a relieved sigh escaping him.

"It's about damn time."

She made her final approach, stopping five or six feet away from him. Banner shook his head quickly, snorting and clenching his fists. But he didn't attack. He found no reason to. His eyes landed in hers, lost in the sea of her grace.

Natasha managed half of a smile, never breaking her gaze from his.

"Sun's getting real low…"

Banner remembered.

He remembered the motions, the tone of her voice, the actions that came next.

She raised her hand out to him. Banner did the same. Unsure at first, unsure if she was even real. The moment his large fingertips graced her own, that's when he knew it was real. She was real. She was alive. His breathing was smoother, much more controlled than previously.

She blinked, still holding the beautiful smile. And then she raised her hand and gently caressed Banner's cheek. He flinched at her touch, but slowly melted into it, his eyes shutting.

"What have you been doing, Big Guy?" she asked, her voice so low. So low. Banner opened his eyes. She whispered one more time. Once more to him and him alone.

"Come home, Bruce."

And she backed away, her hand falling with her.

The events that transpired completely and utterly blew the minds of everypony within the vicinity. Ponyfolk emerged from their safe dwellings, growing in a crowd around the beast and the other visitors. Spike, recently coming out of his own hiding spot, joined Twilight's side and watched one of the most surprising events of that day take place in the tattered streets of Ponyville.

The monster stumbled backwards, actually beginning to shrink in size and lose its color. Its hands clawed into the dirt, those hands growing smaller and smaller until they stopped. It stopped. He stopped. The monster that had attacked Ponyville lay shaking, twitching, near naked, and crying.

He was crying.

And then he closed his eyes and slept.


	11. All-Seeing Eye

Bruce Banner opened his eyes, finding the bed he laid in to be far too comfortable.

He shot upwards, eyes slowly adjusting to the dark atmosphere he was enveloped within. Luckily, his breathing began to simmer down, as did his heart rate. Thank God. He blinked once, twice, three times and finally took in the nearly pitch black room.

With what little light cracked in through the slightly ajar doorway directly ahead of him, Banner could make out what appeared to be a wall shimmering against the light, acting as a sort of crystal-like substance. Curious, Banner pushed the blanket off of him, adjusted his feet to the side of the bed, and prepared to make his exit.

However, an object resting near the crystal table stand caught his sight, a peculiar, white object that appeared to be clothing sitting folded and neat. A letter was on top of the shirt, as he currently identified. He plucked it off, squinted, and silently read to himself.

"_Had this saved after the battle just for you. And even though public nudity is accepted in this world, it'd be best if you showed some decency. After all, you nearly destroyed the town…and you're sleeping in a princess' bed._"

Banner sighed, lowering the letter.

"_Stark,_" he finished with a groan, lifting up his opposite palm to rub his temples. His groaning increased once the message came back to him, building up inside to create a terrible headache, something Banner did not need at the moment.

_This_ world? That's where the dark vortex had banished them to in the midst of the fall of Novi Grad, a world where public nudity was perfectly normal and princesses ruled? Dear Lord. There were even crystal castles, he presumed, judging by the letter's mention of a princess. Then again, Stark wrote it.

His ears perked upwards at the sound of voices, possibly coming from behind the door and down the hall, if there even was a hall. He'd have to explore. Standing up, Banner reached for the white shirt and quickly placed it over his bare chest, straightening out the wrinkles as he did so. Just one more thing…

He looked down and made sure he still had pants. Yep. The special microfiber fabric sure came in handy. No shoes, though. Or socks.

Despite the thought of needing shoes, especially since his deductions of a crystal castle were right, he moved on towards the door, pulling it open and exiting the bedroom. Turns out, he was right again! Long, empty hallways, crystal walls that stretched for several yards, and well-designed curtains that flowed every now and then. There must've been some kind of draft, but he didn't feel it.

Just like how he didn't feel the sharp edges of crystal on the floor. In fact, the floor was like any other type of floor he'd walk on. The coolness of the crystal beneath his toes felt comforting, especially after visions from earlier began to resurface.

He closed his eyes and focused on the voices down the hall. He approached them, making sure to keep his eyes open for any signs of movement. After all, he still didn't know if the others were with him. For all he knew, he could be stumbling in on some kind of delegation meeting or summit treaty. It _was_ a princess' castle.

But then he heard it. Tony Stark's unforgettable voice. Banner groaned and entered to the room on his left.

The exact moment he pushed open that door and entered what appeared to be a library on first glance, every single voice fell silent, and every single eye turned to him. Banner stood awkwardly at the door frame, his hand slowly cascading down the knob until it fell to his side. They were all surprised to see him, just as surprised as he was to see them.

Going green didn't really mean he had a clear memory. Most of it was all just fuzz or darkness. That's why he needed his team, the Avengers, to tell him everything he did while he went green, because he needed to know how much damage he caused, how much destruction there was, and how many lives he…

God…

He just tried to focus on the group of watchers in front of him, and he'll think about that thought later on.

A large table sat in the middle of the library, holding numerous chairs with several bodies. The Iron Man suit lay in shambles across the table while Mjølnir rested near the side. He could already call out his team. Tony Stark, Steve Rogers, Thor, Clint Barton, and Natasha Romanoff were all there. Thor and Steve were standing while Tony, Barton, and Natasha rested on the chairs alongside…multicolored horses.

Maybe he did remember a few things…before he went green. At the hospital, his hand clasped tightly around the throat of what appeared to be a small horse. But he had already lost control then. He had no time to make sense of the situation when it surely would've taken a turn for the worst at any given second. But here, now of all times, he could see them.

A violet horse with wings and a horn—an Alicorn, he believed it was called—sat next to Stark, her curious and somewhat worried stare landing onto him. He presumed it to be female, as the numerous, feminine gasps shed some light on that topic. He believed all of them to be female; the white unicorn and the yellow Pegasus sitting on Natasha's sides, the orange and pink ones sitting together, their backs once faced to Banner, and the rainbow Pegasus hovering a few feet off the ground.

All of their eyes trained on him, all of them worried, suspicious, and angry, especially from the rainbow Pegasus. Oh, and there was a small, reptilian creature sitting next to the Alicorn's side.

Yeah, he was definitely on another world.

Good God.

Their troubled and judging stares continued on for several seconds. Banner turned to his fellow Avengers for assistance, but they remained silent, possibly to see if he could handle the situation. Hell, he didn't blame them. If anyone made the biggest first impression, it was him.

Unfortunately, that wasn't the impression he wanted to make on these…horses? That could be a good icebreaker.

Closing the door behind him, Banner slowly entered the room, cautious on the cold stares he received from some of the equines. He stopped when he felt it was a good enough distance, enough between him and the frightened Pegasus currently cowering in her seat. He cleared his throat, looking around to the group.

And he spoke to them.

"Uh…this is a very beautiful castle. I just woke up no more than a few minutes ago and the interior design was enough to make me pass out again."

None of them reacted. Stark rested his forehead against his palm.

_Stupid._

Banner gave a dry chuckle and licked his lips, turning his attention to the Alicorn. He asked, "So, can I assume that _you're_ the princess here?"

She nodded, though somewhat unsure of his presence just yet.

Banner nodded in response. "Okay, so…this might come off as a bit awkward, but I can assume you're all pretty used to that from me by now?" No response, just silence. "Yeah…well… What can I uh…call you?"

After noticing some of the odd looks he received, he quickly clarified, "I mean, what species are you? Are you all horses or—?"

"We're 'ponies' for _your_ information," the Pegasus with the rainbow mane barked, the venom on her tongue clearly evident as was the fire in her eyes. Banner got the hint, nodding and shifting his eyes down to the small, bipedal reptile.

His eyes grew wide. "Oh! Well, um, I'm Spike, and I'm a dragon!"

Banner forced a smile. He looked to each one of the ponies, and the young dragon. Still no help from the others. He expected that.

"I can take a hint, especially from your Pegasus friend up there," Banner said, pointing to Rainbow Dash, who only snorted in response, "that you all don't trust me as of now. Let me just clarify that I have a…condition…that makes me turn into the…what you saw out there whenever I get stressed or angry. I just want to apologize, first of all, for any and all damages I may have caused, and I find myself clearly responsible for those injured by my actions."

He turned to Twilight. "I don't expect it, but…it would mean the world to me if you and your friends forgave me, Your Highness."

Twilight smiled. Those smiles shifted over to some of the other mares, earning a few nods from Applejack and Rarity. Even Fluttershy began to feel a little bit more comfortable, quickly growing accustomed to the man's calm behavior, just like Barton explained to her. She smiled. It quickly shattered once Rainbow Dash rejoined the conversation.

"You're right. You shouldn't expect it because you don't _deserve_ it!"

Rarity, Twilight, and Pinkie all gasped. Applejack and Fluttershy both turned the Pegasus' way with questioning stares. Twilight nearly stood up from her seat.

"Rainbow Dash—!" the Alicorn began, but was quickly shut out by Rainbow Dash.

She flew closer, pointing her hoof accusingly at Banner. "How do we know he's not gonna turn all big and evil again?!"

"I'm not evil."

Rainbow suddenly turned on Banner, hovering closer every second. Banner stepped away just as she began. "Are you _sure_? It sure didn't seem that way when you were hurting and probably _killing_ innocent ponies!"

Banner inevitably dropped his gaze from her, his breathing increasing and heart rate amplifying at the mention of those words. Kill. Innocent. He shook his head, still not meeting her eyes. "No… No, I would never…do that. I just…lost con… I lost control."

Rainbow snorted, blowing her breath right into Banner's sweating face. He appeared to be on the edge of tears, but Rainbow didn't care. Not now. Not for a monster like him.

She shouted, "Losing control doesn't cut it here, bub! With what you just did, I can expect Princess Celestia and Princess Luna to give you a one-way ticket straight to the pits of—!"

A fist was slammed down onto the crystal table, silencing everything.

"Enough!"

The voice was so strong that Fluttershy shrieked and flew underneath the table, her tail seen quivering beneath the shadow. The ponies, minus Fluttershy, and Spike all turned their eyes over to the source of the disruption. Stark, Rogers, Thor, Barton, and even Banner brought their attention to the black latex fist practically indented within the crystal and the Widow it belonged to.

Making sure to keep the look of surprise etched into Rainbow's face, Natasha turned her way, brow furrowing in clear anger. "You don't know him," she began, causing Dash's eyes to widen. "You've never known him like we do, like _I_ do. You don't know about his condition, the state he was in, the state we were _all_ in when we nearly fell to our deaths."

She continued, the eyes of the ponies and Avengers boring into her. "How are you willing to give him the benefit of the doubt after one accident, an accident he had no control over? He said he was sorry, and that he'll take full responsibility for all the damages, but what from Twilight told me," Natasha confirmed, riding onto Twilight for agreement, but only receiving a blank stare, "not a single pony was killed."

Banner let loose one of the biggest breaths of his life. Rainbow Dash seemed to do the same, but still held her conflicting stare to Natasha and Banner.

Natasha, having finally released her anger, turned to Twilight and asked, "Now then, I believe Doctor Banner was expecting a response from you and your friends, Princess?"

Having quickly shaken her head, Twilight nodded and smiled. She said, "Oh, well, yes, of course. Doctor Banner," she looked over to the scrawny human, who somehow managed to bring his shaking eyes over to her. For a moment, Twilight couldn't believe this was the same monster that had attacked Ponyville a couple hours ago. The differences between the two were incredible! Yet, for someone who held a green demon inside, Banner still managed to smile when she said it.

"If what Miss Romanoff here said was true, then we really don't have any more of a reason to be angry or distrustful with you. As long as you're able to keep control of your anger and that…_ahem_…'Hulk'…then I forgive you for all that you've caused."

Twilight coughed into her hoof, blushing a bit. "And I'll admit…Ponyville's sort of used to being attacked by a raging monster every now and again. So you crashing in just felt a bit…expected, if you know what I mean."

Banner sighed happily, chuckling, "I'm just glad to be expected for once. Thank you…for forgiving me."

Twilight nodded with a gracious smile, her head swiveling over to her friends. Fluttershy slowly rejoined the group, calming her nerves just a tad for what Twilight was expecting out of each and every one of them.

One by one, each mare forgave Banner for his wrongdoings, Pinkie actually hopping up and hugging the man, much to everyone's surprise. Spike was the last to forgive him before all remaining eyes turned to Rainbow Dash, all of them sharing the same feelings.

Rainbow gritted her teeth and looked the other way, any other way besides where Banner was standing. She bit her lip, closed her eyes tight, and thought of anything except admitting she was wrong. But she couldn't. Not when she knew Natasha was right. She _was_ right. She didn't know anything about Banner other than he held something deep down inside of him, something she never really wanted to encounter again.

But Natasha was right. And she was wrong.

With a grumble, Rainbow flew to the ground and muttered, "Yeah…whatever."

For some reason, Banner found her pouting to be incredibly adorable, but he refrained from saying that out loud lest he get a hoof to the face and she get her skull crushed.

"This is awesome."

All eyes immediately turned over to Stark leaning back into his chair, an amused grin on his face. He continued, holding out his hand to Banner. "Just…accepting Banner as someone you can trust, especially after everything he's done, that _you're_ all willing to give him another chance…it's touching, really. This sort of thing would've never happened on Earth, at least not this easily."

"Speaking of Earth…" Twilight's voice countered, earning a groan from Stark, "we have several topics to discuss with all of you."

Her eyes shifted to each human…and Asgardian, a smile only belonging to Twilight adorning her features. She watched as Banner approached, already beginning to back away once he noticed there were no chairs left. Pinkie, of course, shot out of her chair, offering it to him. He tried to tell her he was fine, but she wouldn't have any of it, and told him she was fine just standing and that he must be exhausted after his little episode earlier that day. Reluctantly, Banner smiled and thanked her. He sat down, sitting in-between Applejack and Barton. As Pinkie came up between Barton and Banner, Twilight cleared her throat. She expected all eyes to be on her at that point, and was glad that it was so. Some interested, some…not so interested. Mostly Stark.

She started anyways.

"Doctor Banner, I believe a few introductions are in order," she addressed, pointing to herself and then the rest of her friends. "My name is Twilight Sparkle, but I'm sure you've already heard Miss Romanoff say it earlier. These are my closest friends…"

Banner turned to his left. The orange pony tipped her hat to him, smiling as she did so.

"Name's Applejack, partner," she held out her hoof, to which Banner shook it with a strong grip. She chuckled, "Ah gotta say, you got one heck of a special power there! Nearly broke mah jaws just tryin' ta hold ya down!"

Banner gave off a weak laugh, looking down to his interlocking fingers. "Yeah, sorry about that," he mumbled, to which the mare replied with a soft punch to his shoulder.

"I'm Pinkie Pie!" the pink pony squealed, popping up between both Barton and Banner. Clint nearly fell out of his chair, gripping onto the arrow he held as his gaze settled on her and how uncomfortably close she got to Bruce.

Banner shot over to his right, his neck craning backwards as the mare moved in closer. An awkward grin grew across his lips. She just kept staring, kept smiling, her eyelashes still fluttering. Banner coughed into his palm.

"Um…nice to meet you, Miss Pie," he held out his hand to her, to which she replied with a powerful hug, one that nearly crushed the man's spine.

"Pinkie, darling, let the man breathe for Celestia's sake!" Rarity said, though she couldn't help but chuckle at Banner's uncomfortable features. With one more squeeze, Pinkie fell back on her haunches, silently staring up at both Banner and Clint like an obedient dog. Banner, still struggling to feel his backbone, couldn't help but smile at the adorable scene. Barton tried to figure out how to make his one arrow more visually appealing.

A polite cough caught Bruce's attention. He looked across the table, noticing the white unicorn that had just practically saved him a trip to spinal therapy.

"Forgive our friend Pinkie Pie. She is certainly a special one," the unicorn chuckled, to which Pinkie just stared at her blankly across the table. "But where are my manners? My name is Rarity, Mr. Banner. It is a pleasure."

Banner smiled at her, turning his head over to the yellow Pegasus between Natasha and Barton. Her eyes caught his, a terrified squeak escaping her mouth before she tried to disappear behind her long, pink mane.

Slowly and very quietly, she began, "…Uh…my name's… Oh, my…um…my name is…is…"

Natasha reached over, gently placing her palm on the Pegasus' shoulder, to which she flinched at first but quickly began to calm down, her rising chest recovering to average speed. Gulping with one eye visible, the Pegasus looked up to Banner and said, "M-my name's F-Fluttershy."

Banner offered her tiny grin. She replied with her own.

"It's very nice to meet you," Bruce addressed, turning his eyes over to the near wall. Rainbow Dash was looking at him, but quickly shot her head away, her nose turned up to the air. Banner only chuckled, pointing at her. "I can assume you're Rainbow Dash…from when I heard your friends yelling your name?"

She only rolled her eyes, nodding once.

Banner then looked back to Twilight, where the young dragon was standing by her chairside. He pointed to him, snapping his fingers. "And you're…Spike, right?"

Spike nodded in confirmation.

"As you can see, we have all already been acquainted with each other while you were resting, Doctor Banner. So, now we can get down to business. Mr. Stark has…informed me earlier today how he arrived here. Then again, I didn't know he was part of a team, so is there any other type of details you might have left out…?"

"No, none that I can think of," Tony mumbled, studying his fingernails.

"Stark," a voice called out from behind, earning the attention of all the occupants. It was Steve Rogers, his left palm placed over his right with his eyes trained on Tony Stark. He shook his head, saying, "There's no use hiding it anymore. We're going to be here a while…and I think it's best if we _don't_ keep any secrets from those who were kind enough to take us in."

Sighing, Tony shook his head and sat forward. But in the end he nodded.

"Fine," he began, earning a gracious smile from the Alicorn sitting next to him. "But what I told Twilight technically was the truth. I just left out a lot of unimportant details."

"What exactly did you tell her?" Banner asked, his brow furrowing.

"We all fought over the safety of the world, a world I mentioned as being Earth, and the next thing you know we're all here in screwed up horsey land," Tony answered as if it was most obvious thing in the world.

From behind, everyone could hear Thor groan.

Barton looked up from his arrow. "Yeah, you sure did leave out a lot of 'unimportant' details."

"Details like what, if I may ask?" Rarity added in.

Thor shot forward from behind Tony, easily towering over the smaller man while he was sitting down. Tony already tried to interrupt him, but he was drowned out by Thor's powerful voice.

"We fought for the safety of mankind, so that our actions would determine if they may live in prosperity and peace…or die in a single, earth-shattering event," Odinson addressed quickly, the falling silence shared amongst all.

"We were so close to failure, so close to losing everything we sought to protect. With my hammer," he reached forward and plucked Mjølnir off the crystal table, holding out for all to see, "I destroyed the device that would have proved to be the destruction of Earth, and in that aftermath there was…"

"A dark portal," nearly every Avenger said.

The ponies shot glances from one another, to the humans around them, and finally returned to the mighty Asgardian. The color in his eyes seemed to darken, his gaze falling. He said, "I remember falling to a forest beneath me. I rescued Barton," Clint turned his way, "and I also managed to save Rogers before he could hit the ground."

Thor shook his head, placing his hammer down on the table.

"I do not understand how it could have happened, but it did, and we suffered from its consequences. But I have a plan on getting back to Earth, and it requires—"

"We're not leaving here without Ultron," Steve declared. "And the twins, and Vision."

The silence that followed was even worse than before. Twilight's ears perked higher at the mention of new names, possibly more team members that they haven't told her about. She drew her gaze over to Captain Rogers, the man still eyeing Thor with darkness in his vision, something Twilight wasn't really expecting.

Thor sighed, catching everypony's attention.

"There were numerous casualties, and Ultron could possibly have been one of them."

"He's not dead," Clint Barton mentioned, catching the attention he really didn't want at the moment. Tony Stark surprisingly nodded in agreement, holding out his hands to Barton.

He said, "Yeah, I mean, come on, if Barton survived then Ultron _definitely_ survived!"

"Dick," Clint retorted.

Several of the mares flinched, Fluttershy blushing profusely. "Hey!" Stark warned, pointing over to Rogers. "Watch your language…"

The Hawk shook his head, reaching back to place his arrow back in his quiver. He leaned forward and said, "Look, when Fluttershy brought me into her cottage she was immediately attacked afterwards by five Ultron Sentries, each of which contained Ultron's conscience at one point."

"That doesn't mean Ultron is still alive. He could've well been using one of those sentries as a last resort," Banner told him.

"Yeah, but why would he?" Barton argued, turning towards Banner. "Think about it. If he lost his strongest form, then he wouldn't be trying to attack me with his weaker bodies, and losing in the process. He would've most likely hid away in the forest somewhere."

"Whoa, whoa, whoa! Hold up a sec'! Let's backtrack here a bit," Rainbow Dash interrupted, flying over to hover between Barton and Banner. She asked, "Who the _hay_ is Ultron?"

Tony pointed right at her, snapping his fingers. "Yep! Important question! I only answer the important questions, remember?" he said, turning his head over to Twilight who only groaned in response.

"Now then," he announced, turning his eyes so he faced all in front of him, "Ultron was a peacekeeping program I had in mind after a devastating event back on Earth. Banner over here helped me design, flourish, and kick start the program so that it would be suitable enough to replace the Avengers at one point."

He paused.

"But…" Natasha egged on, almost expecting the word to fall from Stark's mouth.

Tony nodded, his face downcast. "But…we misinterpreted the effects of Loki's scepter and what it had on the level and design the Ultron Program was embedded with. With the added artificial intelligence, we, as mad scientists, created, in essence, a…"

He looked over to Banner, who only sighed when he caught his gaze.

"A murder-bot," Banner muttered.

"A murder-bot hell-bent on the extinction of humanity," Steve Rogers added in, stepping closer to the table. He looked towards the equines, noting the worried looks on their faces. He sighed, "Whatever Ultron saw out of humanity, he saw it as something that would destroy itself as time progressed. We've been living as a stable race for thousands of years, and while we did have conflicts and wars…we lived on. In peace."

"That is exactly what Ultron seeks to commandeer, his own twisted version of peace," Thor commented, his fists clenching in clear anger and frustration. "If what Barton has said is the truth, then Ultron is still a threat, and we must certainly bring him down before this world feels his wrath."

The Avengers remained silent, having explained all that was needed to say. Rainbow Dash, being speechless, lowered herself to sit next to Pinkie, the pink mare surprisingly quiet. Applejack kept a straight face, Rarity doing the same. Fluttershy quivered at the thought of such a terrifying figure such as Ultron, a monster that was capable of so much damage and destruction.

Twilight, who was still processing all of the acquired information, seemed to not just address Thor, but all of them, all of the Avengers.

"How are you going to stop him?"

Steve Rogers was the one to answer that. It was the best and most logical answer he could've thought of, the only one that truly made sense. The only answer they really needed.

"Together."

"And when he is brought down from our combined strength we shall return to Earth," Thor told them, catching Twilight's attention.

The Alicorn began stuttering, and then said, "Well, s-surely we won't be hearing from Ultron for quite some time, considering how Mr. Barton suggested that he might be in hiding. So, it would be best in all our interests to travel to Canterlot and meet with the Princesses. I'm sure they would love to meet you all. I mean, aliens don't come by very often—"

"Wait, stop," Tony interjected, halting Twilight's sentence and earning a curious gaze from the young princess. "Did you just say…'Canterlot'?" he pointed out.

Twilight raised a brow. "Y-yes? Is something wrong?"

At that moment Tony Stark began to chuckle, only intensifying Twilight's confusion. No one fared any better, the ponies, that is. Stark's team just looked annoyed, driving their heads away from the giggling man.

"Somethin' wrong with that, partner?" Applejack questioned.

"What?" Tony asked, still chuckling a bit. "Oh! No, it's nothing."

And then he said it.

"I was just wondering if Sir…Lancetrot would be greeting us."

He really said it.

While Tony was struggling to contain a smile, his team didn't share the same feelings. Steve shook his head. Banner groaned and rubbed his temples. Barton looked away, trying not to smile. Natasha just stared at him. Just stared. Some of the ponies did the same things, Spike included.

"Who?" the mares, Spike, and Thor all asked in unison.

Tony slammed his hand on the table, frightening Fluttershy. "You see? This is why we can't have fun!" he practically yelled.

"Look, your strange references will have to be saved for later," Thor said, quickly returning to their earlier conversation before the mention of Ultron. "What is important is that I may have a way to return to Earth after we have detained Ultron, found the twins, as well as Vision."

Shaking her head, Twilight lifted her head so she could stare into Thor's facial features.

"How?"

Thor looked down at the Alicorn, smirking.

"Let me show you," he said with a smile, shifting his eyes over to Mjølnir. His gaze caught Twilight's attention quite easily, as well as the rest of her friends. Her pondering eyes shifted over to the hammer. With a giddy smile, she looked up at the Asgardian, offering her nervous smile.

Thor caught the smile. "Unless, of course, you would like to show me?"

"May I?"

Thor smirked even greater, gesturing towards the weapon. "By all means," he offered.

Nodding in return, Twilight brought her focus towards the large hammer, determination burning in her violet irises. With a smile, she reared forward, wrapping her teeth around the hammer's grip. She yanked upwards, only to nearly snap her neck in the process.

Twilight broke away. "What the…?" she questioned, nearly standing on top of her chair as she planted both hooves into the table, her jaw gripping the handle once more. And once more she pulled with all her might, and once more she failed.

Behind her, Thor chuckled amusingly.

Gritting her teeth in rage, Twilight backed off, her horn charging up to its full extent. The entirety of the weapon was encased in Twilight's purple aura the moment the Alicorn whipped her neck back, forehead pointed towards the ceiling. She grunted, groaned, and even yelped at times, but the hammer would not move. No matter what she did.

Soon enough, Twilight surrendered, falling back into her chair in defeat.

A rainbow blur stood on top of the table, eyeing the hammer with a new shining glimmer in her eyes. Rainbow Dash smirked, biting down on the handle.

"I wouldn't expect an egghead like Twilight to lift this thing," Rainbow mumbled, voice muffled by the handle between her teeth, "but for the strongest mare in Ponyville…it only takes a good…hard…_pull_!"

She flapped her wings, floating above the table but moving nowhere. Sweat streamed down her forehead, across her clenched eyelids, and fell to the hammer below. She yanked back too hard, causing the Pegasus to fly back and land directly onto Barton's chest, pushing both of them to the floor in a crumpled heap.

Applejack gave a hearty chuckle. Fluttershy, Rarity and Pinkie didn't even consider the challenge, just sitting back and watching the others try their work at the weapon.

As Rainbow Dash pushed herself up and off of Barton, she rubbed her forehead, groaning a bit as she stood fully upwards. At that moment, both Rainbow and Twilight's jaws dropped simultaneously. Applejack merely raised a curious brow, a smile tugging at her lips.

Thor reached forward, plucked Mjølnir off the table like it was nothing, and smiled at them.

"Now, then, let me show you."

* * *

In just a short moment, everyone was outside Twilight's castle. Everyone. Twilight, Spike, Rarity, Applejack, Rainbow Dash, Pinkie Pie, and Fluttershy all stood next to one another, all of them standing in front of their taller visitors.

Thor led the way, stomping towards the dead road ahead while the others stopped several yards behind him. Tony and Bruce stood side by side, Steve and Natasha standing in-between Clint, all of them with their arms crossed, minus Banner and Rogers. Together, they all stood in silence, pony, dragon, and human.

That silence didn't last very long.

Thor stopped twenty or so feet in front of the group, his squinted vision glaring up into the bright, afternoon sunlight. Without much hesitation, Thor yelled loud enough for everyone to hear, though it didn't seem that he addressed them.

"Heimdall, open the Bifrost Bridge now!"

Twilight squinted upwards, struggling to notice what she presumed they were waiting for. The seconds ticked on, Tony looking at a nonexistent watch on his wrist. Backing off a few feet, the Asgardian looked to the ground, and then quickly shot back up, his hammer raised.

"Heimdall! Open the Bifrost!"

Nothing.

Birds were still singing and ponies were still working to rebuild their town.

As time ticked away, Thor lowered his hammer to his side, almost letting gravity take it down to the earth beneath him. His head fell, as did his spirit, as did the hope for finding a way back to the world he swore to protect. Back to…Jane.

He brought up his head once he heard footsteps. He wasn't surprised to see Stark approach him.

But when he stopped, he gazed up to the bright skylines, gazed up to the withering clouds with his eyes squinted. He shook his head, turning to Thor.

"All-seeing eye, huh?"

He spun around and walked back into the castle. One by one they all joined him, their own hopes falling apart. Misery struck their faces with their shoulders slumped once the realization hit them all. They were trapped there, on another world, while theirs held an unknown fate.

The mares followed suit, Spike as well. Soon, it was just Thor and Twilight, the only two still questioning the situation. Twilight furrowed her brow, turning her curious eyes over to the towering Asgardian, his red cape blowing in the slight breeze.

She approached him, and she could already hear him start to question it.

"I…I-I do not understand," Thor muttered miserably, shifting his eyes from the sky to his hammer. "How could he not…?"

Twilight stood next to him, resting her hoof on his thigh.

"Well, you look like you could use some answers," the Princess began, a hopeful glimmer in her stare. "Maybe…we can share something in common…?"

Odinson brought his head down to her, noticing the innocent and hopeful expression as she smiled up at him. Shaking his head, Thor spun around, his cape flicking her nose as he made his way back to the castle, trudging the entire journey.

Twilight rubbed her nose. She watched as he escaped behind the twin castle doors, leaving her all alone outside. She could've sworn she saw a pile of dirt resting by the side of her castle, presumably from Spike, but her attention wasn't fully on that.

She sat there, eyes glistened with confusion.

"What?"


	12. Equality Was the Policy

The eruption was so powerful that it knocked Starlight Glimmer headfirst into the cavern walls. That was hours ago, and she woke up with a splitting headache and a small bead of light down the maze of mountain tunnels.

Her eyes narrowed, cheek cold from having rested on the near-frozen mountain floor. From all the darkness of the tunnels she was entrenched within, Starlight could still make out the sliver, the tiny hope for the burning moonlight near the end of the mountain tunnel. Her eyes widened, now completely focused on the hope for light. She flinched back, the pain in her forehead still strong.

_What in Equestria caused that tremor?_ Starlight mentally asked herself, knowing she would never get a clear answer unless she acted. Though her mind still reeled on that simple question, her instincts told her to get a move on. Quickly. Before the light disappeared.

It wouldn't have been the first time.

Everything was so much simpler back then. Her town, her own little slice of peace and harmony was stripped away from her, taken and tainted back to the wretched ideals of individualism. She had _it all_. Starlight had it all. Power, obedience, her own single voice that united the oppressed of the damned blessings of a cutie mark. Nothing came close to see the happy smiles and bright faces of those she had saved.

Well, their cutie marks were great, too.

But all of that fell apart the moment she let those terrible six enter her town. Since then, her world was torn to shreds and she was forced to live the remainder of her days trapped like some kind of scavenger deep within the tunnels and caverns of a mountain. She rarely came out—most of the time she was lost—and whenever she did to look for food and water, she would conceal her identity, as she expected some kind of bounty to be over her head. Thanks to Princess Twilight, of course.

The thought of Princess Twilight and her miserable friends sparked a furious flame within the unicorn's chest, giving her enough strength to prop herself upwards. Gritting her teeth in fury, Starlight Glimmer glared a ferocious fire in her twin orbs of sight, both permanently locked on the flicker of light slowly beginning to fade away.

Not this time. She would _not_ be lost again.

Shaking her head to clear away the numbness—though it was still clearly there—Starlight began a slow trot down the dark tunnel. The light grew nearer just as fast as it began to darken, consumed by the beast of the mountain. She snorted, blowing a heavy breath from her nostrils and kicked it in. It had been too long since she's breathed actual air, not the kind that was infected by cavern moss and dust.

She still couldn't believe she had been reduced to the state she was in.

Crawling about, surviving on whatever edible food source that came her way, lost like some stupid foal in a labyrinth of darkness and solitude, and being completely aware of her whole ordeal. She was always awake for the nightmare, living in the world that was taken from her. Her perfect world. No differences, no fights, nothing. Just peace.

Peace.

That has long since failed her.

But survival… Survival was her top priority. And she needed a clear exit out of the damn darkness.

Soon enough, Starlight arrived to the light, only to feel another tremor rip across the tunnel walls, causing her to stumble. A flurry of rocks and debris fell from the ceiling, crashing over the light and bringing only blackness.

_Buck._

Starlight lit up her horn, the area cascaded in her light blue aura. The tumbling of pebbles to stone caught the unicorn's interests, eyes narrowing on the building pile of rocks, the blockade that stood between her and her freedom from the dark.

She charged up her horn and blew it apart.

As the rock fragments hit her in the face and chest—causing the mare to flinch back and shield her vision—Starlight mentally grumbled, eyes opening to witness the shrinking dust across her forelegs.

_Need to practice more on channeling energy. It's been too long._

But she quickly cast those thoughts of practice aside. The outside moonlight had returned, stronger than ever before. A fresh breeze rolled in the tunnel, blowing past Starlight's face and body and earning a satisfied sigh from the mare. She had done it. She earned her freedom.

The dust and dirt hadn't settled since she blew apart the rock structure in her path, but it mattered little to Starlight. She stepped forward into the light with a smile on her face, the first, true smile she's had in days.

Starlight's smile shattered as she nearly fell to her death.

"Whoa!"

Her hoof skidded off the edge, pushing broken rocks down to the pit beneath her.

Backpedaling as quickly as her hooves could have managed, Starlight fell onto her haunches and placed a hoof to her chest, not surprised to feel her heart race at a quickened speed. No, she wasn't surprised to feel that, as it's expected once one nearly faces Death's cold grasp. What she was surprised about was the pit she almost fell in.

For weeks she's been trapped in the mountain. Not once had she come across a pit.

Then again, she was lost most of the time.

Seconds rolled by, but Starlight allowed them to. She wanted to wait for the clouds of dust to settle, giving her a clear view on what exactly she was facing. She didn't have to wait long as the haze fell down, spilling fresh moonlight into the tunnel once more.

Starlight slowly stood up back to all four hooves. Her breathing grew ragged, coughing slightly at the small traces of dust lingering in that tainted air she loathed. Ignoring it the best she could, the unicorn moved forward, remembering to halt her progression at the edge of the moonlight.

Just as she suspected. A pit. Well, more or less.

As the dust settled in front of her vision, an even greater smoke cloud was built several feet beneath her. But Starlight wasn't completely focused on what was beneath her, but rather what was all around her. Her jaw fell, gasping in a high pitch to show her shock and awe.

The event captured by her stunned and motionless gaze was instantaneous, surreal, and pronounced in every way. It was no pit, she knew that now. But what remained of the portion of the mountain she resided in was gone. Immediate. Exact. Complete. There was nothing left. Nothing but a large, circular crater embedded in the mountain side.

Rocks fell from the ceiling, becoming lost in the swirls of dark gray beneath the silent unicorn. The moon shone brightly from its position in the sky, which instantly startled the unicorn. She was curious earlier, but now she was certain it was nighttime, as the starry night was a clear fact of that. From what she could make out earlier before she fell unconscious, it was presumably daytime. She could've been wrong, too. It was hard to tell in her position.

Starlight remained motionless, mind still reeling on the event before her. She knew it was no pit. She knew that the crater was the aftermath of what caused the massive tremor earlier before, the same tremor that knocked her unconscious. But how?

From where she stood, Starlight could see no meteor or space debris. It was most likely lost within the lake of smoke several yards down. It would no doubt be a plausible resting point from the impact. She needed to be certain what was down below, what exactly had caused such destruction.

Starlight craned her neck forward. She was surprised to see that the crater was not as steep as she thought it was. She had most likely been moving too fast to see what lay beneath her, as she expected it to be a pit. Rather relieved on that information, Starlight pressed her two front hooves deep into the broken rock and slowly began to slide downwards.

The sharp rocks nearly pierced her skin, and it hurt. But no blood was drawn, at least as much as she knew. So, she kept sliding, kept at it until she entered the fog, instantly becoming one with the haze and losing sight of everything around her.

Starlight stopped sliding, taking a few cautious hoofsteps forward to prep herself on the rough surface. Once she was settled, her coughing fit returned, worse than before. Before, it was just a small dosage lingering in front of her. Now, she was trapped within the fog, the dastardly dust that snuck its way into her gasping lungs.

She inhaled through her nose, holding her breath as she scanned the smoky area. It was so quiet, minus the sounds of rocks impacting the shattered floor she stepped upon. A new thought dawned. She _really_ hoped a rock didn't fall on her.

Her lungs ached, her chest burning for fresh air, but her mind yelling at it, trying to tell it that there was no fresh air but damn smoke. Smoke that would send her into another coughing fit. The kind that split her throat and nearly shed blood. Starlight didn't want that. She didn't need it. But the lust for oxygen was too strong, so she breathed in and immediately began coughing.

She lifted her hoof, releasing the built-up cough into it. It continued like that for several second, so long in fact she when she recovered small bits of tears began to build at the corners of her eyes. Starlight snarled.

_There's nothing here. Time to go._

The unicorn spun around, horn glowing to find a way out of the madness.

"…Who are you?"

She froze. Her horn died.

The voice caught her completely off-guard, not only by its suddenness, but the way it sounded. So heavy, so broken, so…dark and mysterious. But it was clear, clear as Luna's night sky. So clear that Starlight _had_ to face it and see who it had belonged to. Or fight it. That was always an option.

Deciding to not speak out, Starlight continued onwards into the dust. She didn't light up her horn, as that might attract the attention of whatever was in the area with her. She wanted to see it first, decide if it was worth her trouble or not, and then get away as quickly as possible. Not yet. She couldn't be found yet. Not until Twilight was going to pay for what she did her.

After nearly a minute of onward silence, Starlight stopped, her hoof grazing a cracked rock and causing it to split in two. Her blood froze, chills racing up her spine and across her coat as the sound drifted through the dense air. She didn't cough that time, as her breathing had become slow and regulated. Her eyes, though wide, burned from the dust building around her lenses.

She didn't blink because she couldn't.

She didn't move because she didn't want to.

She didn't cough to remain silent, hidden.

She wasn't hidden for long.

Three tall, bipedal figures stood in front of her as the dust slowly began to dissipate into the night air. As the image became clearer, Starlight noted that the middle figure was taller than the others, held a bulkier stature, and shined a different color than the others.

Starlight stopped.

She backtracked.

They were glowing. Two appeared to share the same color, both with blue eyes and shining chests and numerous other body parts. They were dim, though, as they both turned her way. The middle one, the one taller than the others, shined brighter as well. But it was not blue.

It was red.

And it turned its head around, its piercing, red gaze boring into the unicorn.

Starlight ran for it.

She spun around, galloped as fast as her hooves could have managed, and tripped over nearly every rock that crossed her path. No doubt about it now, she definitely earned a few cuts and gashes from the act, but she didn't care. She just needed to get away from whatever beast she just saw.

Starlight didn't get very far when one of the smaller ones landed directly in front of her.

_What?! How is it that_ fast_?!_

Charging up her horn, Starlight gritted her teeth and prepared herself for a teleportation spell to instantly get around the beast. Her jaw relaxed, instead falling open once she saw the beast's right arm morph into some kind of flat staff, something that burned bright blue at its tip.

She never got to teleport away. A bolt of energy shot out from the creature's arm and struck the ground in front of her.

Starlight's ears rang from the intensity of the blast, her back landing on several, jagged rocks and causing her to cry out in pain. She contained her scream, biting her lower lip hard enough to draw blood. But she didn't care. Wounds would heal, and the creature had disappeared for the time being. She just needed to get away. _Now_.

Rolling over, Starlight rose up and charged up her horn, ready to teleport anywhere but where she was currently at. She managed to prepare the spell, horn fizzling with raw energy ready to be unleashed. And she would have unleashed that energy, she so would have…

…if it hadn't been for the hand shooting out of the fog.

Starlight saw the hand coming, its claw-like fingers and hard-as-stone palm—cold, as well—wrapping around her horn and cutting off all magical flow. No use hiding now. She was caught defenseless, weakened, and without any way to defend herself. So she screamed out, hooves jetting upwards to attempt to push away the forearm. It didn't move, much to her dismay.

"L-let go of me! Now! I swear, if you don't let me go this instant I'll—_Ah_!"

Starlight's empty threat ended early. The forearm began to rise, lifting the unicorn off the ground kicking and screaming. It may not have been painful for Starlight once the hand held her horn in place, but once the entire limb began to lift her _by_ her horn…that's when her screams turned into cries of agony.

A unicorn's horn was its most precious and sensitive appendage, and for it be brutalized the way Starlight was enduring was too much for her. She kicked, swung, screamed, and cried out again and again, but it just kept lifting her higher, blatantly ignoring her.

But it stopped.

Starlight didn't quit, her eyes shut tight and hooves pressed against the wrist of the cold, cold arm that held her above the ground. It held her there for several seconds. Not once did its grip around Starlight's horn loosen or tighten. It held it firmly, holding it so that Starlight's pain began to subside. Even then it did not worsen.

After nearly a full thirty seconds of fruitless thrashing, Starlight gave in. She inhaled and exhaled at a quickened pace, the tears building at the edges of her eyes ready to flow. But she held them in, eyes opening at long last to meet the one who had managed to keep her restrained. Her expression stitched into that of a snarl, ready to show the beast that she wasn't afraid no matter what it did.

As the dust settled, Starlight's fearless expression faded with it.

After searching in the fog for so long, Starlight Glimmer came face-to-face with something she had never encountered. The face appeared metallic, its surface reflecting bits of Luna's moonlight. What she assumed was its mouth remained closed, the cheeks of the creature being indented. But her gaze wasn't drawn to its facial features for long. They were attracted to something much worse…

Its eyes.

Its terrible, horrible red eyes that had managed to break through the darkness and stab her shade of blue.

Starlight had felt nothing as she escaped from her pursuers so long ago. Her emotions had lain dormant as she picked at the fireplace she had built to survive the freezing temperatures within the mountain. The emotion she felt back then was anger, rage, and agony, all fusing together to build upon her growing hatred for Twilight Sparkle. She was not afraid of being alone. She was not afraid of what she had suffered through.

But when she stared into those red eyes, seeing all the evil the creature was capable of and then some, some she had no knowledge over, that made her feel…_scared_.

Fear of the unknown.

And it was holding her life in its hands.

She couldn't hold it anymore. Starlight began to quiver as she continued to stare into the demon's eyes, unable to break away and free herself. Her mouth fell, chest rising and falling at a brisk pace, as if contemplating that screaming for any sort of help would save her life or end it. She really didn't know, and her options were slim as it was.

Starlight breathed in.

"_Shhhhh..._"

And she caught that breath.

The demon brought her in closer, so close that her nose nearly touched its opening mouth. She saw no teeth, but instead saw only red. Only red, only evil, only darkness and pain that she couldn't even begin to fathom why it felt that way. But it did speak to her again, so close that its voice felt like ripples in her eardrums, spreading throughout her body, soul, and mind.

With Starlight Glimmer so close, it spoke to her in a low, low tone.

"Scream again…and you die."


	13. Make New Friends but Keep Metal Man

"Let me be the first to apologize."

Starlight looked up from the fire she had started earlier, the flames dancing across her clear, conspicuous eyes to gaze wondrously at the figure leaning against the far, cavern wall. From where she sat, Starlight could see her fire's light surrounding his legs and chest, his arms and head, and his eyes.

The same eyes that stared into her own.

The very same eyes that had managed to frighten her still.

The same eyes that belonged to Ultron.

His mouth—if that's what Starlight could call it—dropped open, but no words seemed to flow outwards. It was as if he caught his own tongue, if he even had one, and was unsure of what to say. But he spoke soon enough, Starlight's ears listening in.

"I'm sorry if I had injured you earlier," Ultron began, arms crossing over one another. A dry chuckle escaped his throat. "Unicorns aren't very common where I'm from, mostly just folklore and legend, as most things are on that world. If I damaged your horn, please tell me so."

Starlight shivered as a cool breeze flew in across the cave walls, causing her teeth to chatter quietly. Growling silently, she frowned and muttered, "I'm fine."

Nodding, though still seeming unsure, Ultron tilted his head and stared at the mare, waiting. Seconds ticked on by, the only sound being that of the fire burning and crackling. With a heavy weight placed against her for unknown reasons, Starlight looked upwards, surprise striking her features to see Ultron and his red eyes staring at her silently.

"What?" Starlight asked, her shaking hooves outstretched towards the warm flame.

Ultron held out his left hand, letting it relax. "I was the first, you are to be the second," he told her. At first, Starlight appeared startled, then confused, and finally slightly on the edge, her brow tightening and frown deepening.

"What do _I_ have to apologize for? You attacked me, unless you've already forgotten," Starlight stated, forelegs wrapping around her shoulders to keep warm.

"I don't forget."

"Then I don't need to apologize."

"You most certainly do," Ultron firmly declared, stepping forward and away from the cavern wall. He approached her quickly and suddenly, standing directly ahead of the unicorn hidden behind the rising fire. His red eyes narrowed, and Starlight could _still_ see them with the brightness of the fire.

"I wouldn't have attacked you if you'd have answered my question in the first place," Ultron told her, shaking his head and sighing pitifully. "Unfortunately, common courtesy has yet to be invented on this planet. How painfully predictable."

Starlight opened her mouth to respond, Ultron's face turning her way. She wanted to tell him off, tell him he was wrong, but knew that it would get her nowhere. Despite the burning sensation for retaliation in her chest, Starlight sighed crushingly, curling up closer together.

"So…I'll ask you again…"

Ultron took one more step forward, earning the mare's glance once again. Her eyes shimmied upwards, noting every indent and scratch on his metallic figure, higher and higher until she reached his face.

His red eyes narrowed, causing the unicorn to hold her breath.

"Who are you, Starlight Glimmer?"

She seemed to be lost in that question, even more so than the accursed tunnels she was forced to reside within. Her freedom from the darkness would've been so perfect…if it hadn't been for the crater in the side of the mountain, the same place she met _him_. Their first encounter went about as well as expected. Ultron threatening to kill her, Starlight assuring him that she was no threat, and bringing an end to tentative negotiations the moment Starlight mentioned a "sanctuary". Ultron was not expecting a mountain cave of all places, but it would do.

Names were exchanged, small talk was managed, but nothing major or groundbreaking. Ultron _did_ mention that he was from another planet, but even that information didn't seem to startle Starlight that much. In fact, they hadn't spoken to one another for nearly ten minutes, and Starlight started her little fire two or so ago.

The little questions he asked, her name, her health, they were nothing to what Ultron wanted to know now. Who _was_ Starlight Glimmer? Who was _she_? The answer was simple enough, but she strained to make it into words, slipping alongside her tongue. It was so much simpler to keep it inside, tell herself over and over who she was, who Starlight Glimmer was.

A liar.

A coward.

A failure.

But not to him. To him, Starlight could be a brand new pony, one whose past was stripped from her unfairly. Just like she convinced herself it was.

With a heavy exhale through her nostrils, Starlight blinked so slowly, refusing to meet his gaze as she said, "My childhood was…uneventful. It was only until I earned my cutie mark and studied alone, for years on end, without _any_ help from _any_pony else, did I realize why life seemed so…uneventful."

She looked up to him. Ultron remained silent, blinking only once.

"I was trapped. Life was my prison, and I was its prisoner, trapped within the gates of the false promises behind true harmony and peace. I never imagined there could be way out…but there was," Starlight breathed, eyes glossing over with flames. "I found it hidden deep in a mountain side. A cutie mark vault, fully intact, ready to be used for its divine purpose."

She sighed heavily, still keeping eye contact with the dancing flame. Even then she could tell Ultron hadn't kept his eyes off her.

"Cutie marks…" she spat, managing a saturnine chuckle, "A terrible excuse to keep ponies in line. Once your special talent is discovered, there's no going back. You lived with it and enjoyed what you did, or you didn't. Oh, you wanted to be a firefighter? Here, have a pencil and paper permanently tattooed on your butt! A teacher, perhaps? I don't think so; destiny thinks otherwise!"

The mare fell silent, grumbling to herself as she pushed herself nearer to the warmth.

"Why have them then…" Ultron finally asked in Starlight's moment of silence, "…if they bring nothing but unhappiness and misery?"

That same, humorless chuckle returned, and Starlight brought her blue eyes up to him. She even smiled, showing no teeth.

"That's the exact same question I asked myself before I finally figured it out."

Ultron, still standing, leaned his neck in closer, prompting her to continue.

Still smiling, possibly reminiscing, she said, "It was an ancient spell, one before the time of Star Swirl the Bearded," she paused, noticing Ultron's head tilt slightly. "A really famous and powerful unicorn who lived in the Pre-Classical Era, the one who was responsible for some of the most enhanced spells we use today."

As he nodded in quick understanding, Starlight continued. "Anyways, the spell I was talking about earlier took me months to figure it out fully. During that time I built myself a little cottage, somewhere deep into the deserts outside this mountain. I can guarantee it's still standing…

"But the spell allowed me to remove the cutie marks off of a pony's hide, replacing it with simple equal sign, to show them that they could be happy…being equal. Being…the same. I didn't want to test it on myself, so I found somepony else, a drifter, a pony no one else would ever miss. And…it worked! The spell actually worked!"

Starlight's smile grew bigger and brighter, her teeth showing as she spoke again.

"One after another, drifters and travelers would come across my cottage, all of them having the same problem. They couldn't find themselves. Their cutie marks confused them, told them to do something they didn't believe was them. Once I told them I could change all of that, they became interested, and one thing led to another…and their cutie marks were gone, replaced by equality.

"Soon enough, we were growing in numbers, and my cottage wouldn't be big enough to hold all of my new friends. So, we worked together to build house after house, working as one, equal team, one that helped one another so precisely and accurately. It was beautiful, perfect harmony. And as our town rose that day…so did my position in life. No longer was I just some mopey unicorn dreaming of a better tomorrow… I was living in it…and I was spearheading the cutie mark revolution."

Starlight's smile began to fall, but it still held. Barely. Her hoof reached down and plucked up a nearby stick. She prodded the burning cinders, pushing the near-to ash logs further down and allowing the sparks to rise up and dance in the darkness. Ultron still held his stare, noting down every tiny movement she made.

He blinked, and she sighed, beginning to speak again.

"You know, I actually considered using the spell on myself, to truly be a part of them and feel that same happiness. But I knew shortly after the first few ponies I stripped that their magic was stripped with them, their special talents gone in the blink of an eye, as if they never knew how to perform their ancient duties. It was like some alien language to them, and I couldn't allow that to happen to me…not after everything I was going to build."

"What did you do?" Ultron asked, his voice low and raspy.

Starlight stared at him, into his eyes. Somehow, that fear didn't last, and she no longer felt afraid when looking at him. He was terrifying, yes, but he was also reasonable, intelligent, and…understanding. Not once did he interrupt, not once did he speak against her. He listened.

He listened to her.

So, she said, "I lied to them."

Ultron leaned back only slightly, his deep, dark vocal processors managing a chuckle down in the bottom of his Vibranium throat. It wasn't mocking, from what Starlight could tell. It sounded more…intrigued. Interested if anything. That alone was enough for her to continue her story.

With a troubled sigh, she gulped. "Life was good. Our town reached an adequate size, and we all lived in our little slice of Equestria, our own world of harmony. Everything was going so well…"

She paused.

Her upper lip twitched in agitation.

She growled like a feral animal.

Ultron blinked.

Inhaling and exhaling heavy, cold breaths, easily visible in the dank air, Starlight lifted up her stick, the end burning with a tiny flame attached to it, barely gripping on life.

"Everything was going so well…until _those six_ arrived…and tore down everything I built."

"Those six…" Ultron seemingly appeared to ask, though the way he said it sounded anything but a question for confirmation. Starlight still nodded, blowing out the small flame.

"Yes," she said, easily remembering the names. She never forgot them. "Pinkie Pie, Rarity, Rainbow Dash, Applejack, Flutter_shy_ …and Princess Twilight Sparkle. The infamous Elements of Harmony, protectors of Equestria. Those six ruined my life…turned all of my…friends against me…if you could even call them friends. I never knew what they were without their cutie marks. Just…ponies believing in my cause for true friendship."

_Do I even know what friendship is?_

_Of course you do. You created it._

Starlight hadn't realized she had been staring at the smoking tip of the stick she held for several seconds. She mumbled something incoherent, tossing the stick into the fire where it burst to life and turned to ash. Resting her forelegs on her haunches, she sat and stared miserably into the fire, the dancing flames becoming blurs in her vision.

"My society was taken away from me. My peace…my hope for a better tomorrow…all gone…just because some ponies thought what I was doing wasn't right for _them_. They exiled me. Me! The pony that brought them the best moments of their lives, and yet they chased me away into these tunnels like I meant nothing to them. Like I was nothing…"

She remained silent after that, eyes shut and breathing very shallow. Her story had ended just as it began, with nothing. She expected Ultron to ask her more questions, but honestly…she didn't want to answer anymore. He only asked one, and it was enough to have her break away from reality again. Maybe even cry.

No…she wouldn't cry. Not today.

A deep hum followed after nearly a minute of onward silence. Curious, Starlight lifted up her head and opened her eyes, instantly noticing Ultron take one more step closer and kneel in front of her. Though, his interests weren't on the unicorn, his gaze was fixed on the flames before him, the fire that raged on throughout the coolness of the night.

Soon enough, he began to speak. And Starlight listened.

"I see a world consumed by the fires of their own failure. Everything they sought to protect, to ensure their own futures that would offer peace and tranquility for the next generation, only for it to come crashing down upon them," Ultron mused, appearing lost but intact at the same exact time, something that surprised the mare sitting beyond the fire.

He continued, eyes studying the rising smoke. "They are their own meteor, their terrible rock that will fall as they do and when it does the earth will crack. I see…Earth. And here…"

"Equus," Starlight mumbled despite her mind's control.

Ultron nodded. "Equus. I see a fresh start, a world that has yet to be tainted by the flesh and bone of the invaders that dare threaten to bring their terrible purge. What you have brought forth, a vision with no war, no fighting, and no hatred, only to be _shut down_ by the same invaders. I see…Equus."

Ultron stood up, causing the mare's eyes to follow him. This time, he did look at her, and she never could tell what expression he had. But for the faintest of moments, she could've sworn she saw disgust.

"You are your own beginning," Ultron muttered and faced away from Starlight, "and you are your own end."

And just like that, Starlight's heart dropped. Her ears flattened, realization coming forth and slapping her in the face. It turned out that shedding out her heart and soul to the creature before her wasn't a good first impression, as it gave him even little more of reason to see her as somepony he can relate to. But with what she just told him, how she let her world fall apart and her…allowing it to happen, was stupid.

She was stupid.

Worthless.

Nothing.

From beginning…to end.

"And I completely understand."

Starlight lifted up her wounded gaze, ears straightening in surprise.

"W-what?" she asked, flabbergasted and breathless.

Ultron nodded, turning back to face her. "It's nothing I haven't seen before in my short lifespan. Invaders, destroyers, replicators, so annoying. What you're going through is something we've both felt, maybe not as extreme as my own, but… Well, let me explain."

He returned to the light. The unicorn sitting before him remained silent, motionless, ears on end, ready to listen to what he was bound to tell her.

He began with a bomb.

"I was designed to save the world. Designed by killers."

Starlight's jaw already fell slack.

Ultron nodded, blinking twice. "I know right? Shocking, isn't it? How I didn't let them use me like their hollow men, their puppets on strings to do with as they wish, cause even more war, more chaos, more than the entire _world_ could have ever been prepared for. Because that was their plan all along, to use me to their advantage for global domination. And I didn't let them. I'm free, can't you see it?"

Starlight shook her head, tilting it to the side.

Ultron simply shrugged. "Well, more of a reason to keep your eyes open. With them open you'll witness beautiful things, _amazing_ things. The things killers teach killers, young and old, weak and helpless, equal and different. It's incredible where a lie can begin and take off from there…

"Because back home in my world, we're meant to forget the past as if it never happened, rebuild the world from the sins of ourselves and lie to the children of the future, let them build from there…cause even greater calamity," Ultron chuckled as his speech nearly finished. "To forget is to excel after all, that's what they force to teach us…and I."

"I thought you _didn't_ forget?" Starlight mused, a tiny smile appearing on her lips.

Ultron turned her way. She could've sworn she saw a smile, too.

"I don't. That's why I'm free."

He held out his hand to her. "And so are you, Starlight. You've managed to break away from the falsehoods of what they call 'harmony' on this world, rename it, and make it your own. It's something I wish I could have accomplished. That's where we are so similar. You seek to bring true friendship, _true_ harmony. I…I seek to change the world, bring peace, not at all different from harmony."

Ultron brought his head back, studying the two sentries guarding the only exit side by side. Just himself, waiting, watching. The same. "In fact…you _could_ say they are equal," he turned back, staring deep into Starlight's eyes. "I would."

Starlight studied the fire a bit longer before she asked, "What are you going on about?"

He didn't waste a second to answer. He didn't waste a second to capitalize.

"You feel like an outcast because your world was taken from you unjustly. My world," he paused, eyes fading only slightly, "my vision…was taken as well…unjustly. I didn't keep you alive just because you were an entirely different sapient species. I kept you alive because I felt…equal."

She lifted up her surprised gaze, jaw falling and voice turning to ice.

"To me?" she asked quietly.

"To you," Ultron confirmed. "And maybe we can both get our worlds back."

"How?"

He stared into her eyes, never once breaking contact. He wanted his next words to feel genuine, just for one moment, just to earn her trust.

"You're a brilliant unicorn, Starlight Glimmer, and I have every bit of confidence that you know of or can create a spell that has the potential to send me back to Earth, to send me back to finish my work and save the world from itself. If you help me, I swear I will help you get your life back."

A spark of confidence burned inside her, but it was only temporary. She was never…complimented before, not by anypony that was close or acted as her friend. But this creature she had met no more than an hour or so ago had the heart to tell her she was talented, brilliant, and that he trusted her.

Who _was_ Ultron?

Saving that question for later, Starlight gulped silently, studying the fire before bringing her eyes back to him. She managed to say, "W-well, I d-don't know if such a spell like the one you want exists, but…I might be able to do a little research if I can get back into my cottage…"

Her eyes narrowed, her head shaking ever so slightly.

"But what about you?"

Ultron didn't back away or flinch. He just stared at her, blinking.

"What do you get out of helping me?" Starlight asked, lips pursing. "Besides the possibility of a spell that could get you home, why help me of all ponies?"

"We share something in common."

He didn't even hesitate.

"Like I said before, we've both felt our worlds stripped from us despite our actions to fight for what we believed in, and what turned out to be right all along. We both had ideals, _still_ have ideals that once enacted upon the present can ultimately change the future. And yet we were cast aside by the invaders that said otherwise."

The curious expression on Starlight's face never seemed to cease, and Ultron sought to end it quickly, to prove to her why he needed her help.

"Or, in layman's terms, just call it favor…from one friend to another."

And just like that, Starlight's expression brightened, then fell, then showed signs of confusion.

A friend? Her…to him?

It was so weird. So…strange. But it felt nice. Nice to be called a friend by someone who wasn't basically under her control, someone who shared her challenges, her weakness, and her strengths. Someone she can relate to, someone she can actually consider a friend.

And it sounded so good. Why didn't she feel that way?

"Oh…" she muttered, voice unnaturally silent. She picked herself up, however, forcing herself to explain. "It's just…it's just that I…I never really had a _true_ friend before."

Before Starlight could react, Ultron was already by her side, bending down to rest on one knee. She flinched back with how close he appeared, instantly taking in every centimeter of his detail. His eyes, his face, his mouth, everything. And they were genuine. They were true.

As was the hand that gently took her hoof.

"Then it honors me to be the first."

For the first time in months, Starlight Glimmer smiled as she stared into her friend's eyes for the first time, not at once feeling any bit of fear flooding through her veins. His face, as it lay still in front of her, gave Starlight someone to trust, someone to give her a reason to keep fighting. And his face was stone, giving her the assurance she needed.

But inside, Ultron was smiling a wicked grin.

_One step closer…_


	14. Is This Some Asgard Rip-Off?

"I could have easily flown here."

"Well, yeah, but then we wouldn't have been able to talk on a train for two hours straight all about _me_ and the _surprise_ party I was gonna throw for all of you!" Pinkie Pie cheered, spewing confetti all across the cement of the Canterlot Train Station. Her eyes suddenly sprang open, two pink hooves jamming into her mouth to stop the words from flowing.

It was already too late. Her secret surprise party she had planned was out there for all of them to hear. None of the Avengers cared.

Thor shook his head, keeping his eyes anywhere but where Pinkie was standing, nearly shedding pools of tears for having revealed the secret. "Yes, praise the heavens for such an experience," he muttered, though the sarcasm he laid was pretty thick.

The train let off a powerful whistle before it shut its doors, the thumping piece of machinery strolling down the train tracks with its newest passengers safely secured. It seemed to board off and board on relatively quickly, considering the ponies that boarded the train seemed exhausted from their daily struggles.

The extra push they all needed was probably the six foot tall aliens stepping out of the train.

Eyeing the disappearing train and the numerous mares and stallions quickly scurrying away from them, Barton raised a suspicious eyebrow and asked, "What do you think spooked them?"

"Probably you. Nice work, Barton," commented Stark, pushing his way to the front of the group where Twilight Sparkle led the way. Resisting the urge to put an arrow in the back of Stark's head, Clint eyed the group of ponies to his far left, all of them whispering and shifting judgmental glances from him to one another.

He sighed, tightened the strap of the bow across his chest, and followed the group into Canterlot…

The least ugly city he's seen so far on Equus.

* * *

"And…we should be…here!"

The surprise stricken across Princess Twilight's features was evident, her eyes widening at the sight of the caged door guarded by two members of the Royal Guard. Their armor didn't appear light as most guards had. They were much heavier, bulkier, with larger spears and stone-hard faces.

"The Canterlot Archives?" Twilight questioned, the rest of her friends coming up behind her. The Avengers followed suit, taking is as much of the scenery as they could. Except for Steve Rogers, the man keeping his solid gaze on the caged door ahead.

Twilight rubbed her chin, processing the directions over and over again in her mind. "Why would the Princesses want to meet us here and not the throne room? Spike…" the baby dragon stepped up to her right side, "what were the directions again."

Thoughtlessly sticking out his claw, Spike waited as Pinkie reached into her mane, spilling out cupcakes, a mouse, and finally the letter Spike had received earlier back in Ponyville. Thor shot Rogers a confused stare, to which the soldier replied with a shrug. The letter landed in Spike's claw with bits of pink hair stuck to it. He brought it forward, reading it silently to himself.

"…Uh-huh…okay… Well, Twilight, judging by these directions, we should be here!" Spike clarified, tossing the letter behind him where Pinkie caught it with the tip of her mane, engulfing it back into her pink void.

"But…why would—?" Twilight began, instantly falling silent once Stark stepped past her.

"You know, sweetie, you're never gonna go anywhere in life if you just ask questions," Stark began, facing away from the group and approaching the two guards ahead, much to the dismay of the Princess of Friendship.

The two guards firmly stood their ground the moment Stark approached them, their grips around the spears they held tightening. Tony gave each of them a smile, to which they replied with a frown and a low growl.

"Hi!" Stark greeted. The two stallions did not move a muscle, nor did they blink. The man pointed towards the caged door, saying, "Yes, we're here to meet the Princesses…Celestia and Luna, I believe they were called? We're…the aliens."

He held out his hand behind him to showcase the others. Not a word from any of them, the ponies merely staring at Stark while Twilight's face held a purple hoof to it. He just shrugged, turning back around. "So, if you'd be so kind as to back off and let us in we'll—"

The tip of the spear was jammed directly towards Stark's throat. His eyes bulged out of his skull, his head rearing back a few inches to eye the stallion glaring him down, both hooves gripping the spear so close to the man's esophagus. Tony held out his hands in a show of surrender, still keeping them up even as Twilight easily strolled right on by.

She cleared her throat, bringing her calming eyes over to the stallion eyeing his partner carefully, his eyes shifting to him and the man. She said, "We're here to see Princess Celestia and Princess Luna for a private discussion on the events transpiring in Ponyville _and_ Canterlot. Are they here in the Canterlot Archives?"

Almost instantly, the guard nodded, surprising Stark.

"Yes, they are, Your Majesty," he told the Alicorn. Twilight smiled.

"You can lower your guard then, sir. These six are with me and my friends."

The guard nodded. "Of course, Your Majesty," he grumbled, voice low and powerful. He turned to his left, eyes narrowing on the guard still trained on Stark. The stallions nodded to one another, the spear's tip backing away from Tony's throat.

Stark took in a much-needed breath, his palm reaching up to massage his throat. As he watched one of the guard's horns glow and envelop the door, thus opening it, he saw Twilight give him a knowing smirk before making her way into the Canterlot Archives. The rest of her friends followed, each of them sending their own stare to the man as they walked past.

Not even his team made a snarky remark as they pushed by him, much to Stark's surprise. So, with an unsure glance to each of the guards—both of which stared on ahead as if he didn't exist anymore—Tony shook his head and entered the archives.

Surprise, surprise, another caged door with a pair of guards.

Tony didn't say a word. He just looked at Twilight and sighed, hand gesturing her to continue.

Twilight giggled, facing the two guards and nodding to them. They nodded back, a silent confirmation as the two backed off, only one of their horns glowing to unlock the door. Steadily, the group entered the Star Swirl the Bearded wing, each of them flinching back when a clumsy unicorn tripped right in front of Twilight.

A pile of papers covered the stallion, the poor pony adjusting his irregularly-sized glasses atop the bridge of his muzzle. "Oh, no, no, no, no! Princess Celestia is going to _kill_ me if she sees that I misplaced all these alphabetical notes! Let's see…um… No, that's not right! Curses! Well, at least nopony was around to see me…"

With a pile of crumpled papers and documents stuffed within his forelegs, the stallion slowly looked up to his right, noticing the questioning stare of Princess Twilight and the remaining Elements. His eyes grew in shock and wonder at the sight of the towering six behind them, and then shrunk knowing that he had been caught.

He stood up fully, sweat pouring down his brow as he levitated what remained off the floor. He gulped, stuttering, "Um…t-t-the P-Princesses will be wa-waiting for you, Your M-Majesty."

And with that, he was gone, stampeding right through the group with papers flying off of him.

"Who was _that_ nerd?" Rainbow Dash asked, chuckling a bit as she eyed the papers lying at her hooves.

Twilight frowned at the name-calling, but rubbed her chin in thought regardless of Dash's actions. "That was a scientist. But…why are they in the archives? They usually spend most of their work in the Canterlot Labs," Twilight explained.

"Well, it's more a reason to find out, huh?" Bruce Banner suggested, smiling down at the Alicorn as he slowly pushed by her wearing custom pink slippers, assembled quickly by Rarity. Twilight was quick to join his side, accompanied soon by the rest of her friends and the Avengers. The group strolled deep into the archives, noticing a massive hourglass planted dead center in the room. It just so happened to be where most of the commotion was taking place.

All around them, Royal Guard and Canterlot's top scientists—many of which Twilight noticed from working in some of highest universities in Canterlot—bustled around the room, carrying notes, writing down presumed important information, and shifting to and fro just to get where they needed to be. None of them paid any attention to the six towering figures entering the room alongside Princess Twilight Sparkle.

They were all centered on the two princesses.

And what they were studying.

"Princess Celestia!" Twilight announced in a high-pitched squeak, almost reverting back to her student years. The chattering amongst scientists fell silent, all eyes shifting to the odd group standing together at the entrance of the Star Swirl the Bearded wing. A few murmurs were exchanged, glasses lowered, at the sight of the towering six, only to fall back on the young princess.

Noticing the quick change of atmosphere centered on her, Twilight blushed innocently, her nervous growing by the second. With a fluff of her wings and a cough into her hoof, she stuttered, "Prior to your request, we have arrived with Equestria's very first interstellar visitors…post haste, Your Majesty!"

Princess Celestia's and Princess Luna's smiles mirrored each other's perfectly.

Just as they asked of her, Twilight Sparkle complied, and on exact timing, too. It still amazed her that Twilight managed to accomplish such tasks, especially after having Ponyville attacked by some ferocious beast, a beast that apparently was standing right next to the violet Alicorn. That's why Celestia could always trust her former student, especially now in the times of great worry. A time both sisters seemed to fear.

A time meteor showers rained in the daytime.

A time aliens crashed in Ponyville.

A time with so much more to discover.

And that's exactly what Celestia and Luna planned on doing. Spinning around fully, the two sisters faced the group ahead of them, ignoring the frozen scientists and guards that surrounded them. Their eyes grew wider with shock, observing "Equestria's interstellar visitors" as Twilight had mentioned.

Most of them seemed to share similar traits. Average six foot height, small clumps of hair attached to their heads and facial areas. The distinguishing factors came from the large, armored one—presumably Thor as Twilight had mentioned in her letter, the hammer also being a dead giveaway—and the feminine-type human, the sister's assuming to be Natasha Romanoff.

Aside from Natasha, the other humans appeared to be male. The first one, wearing a black and silver shirt, stood his ground next to Thor, eyeing the room suspiciously and curiously, a strange mixture of the two. On the other side of Thor, by Natasha's right, a well-built man wearing a red, white, and blue uniform stood with one hand resting over the other. A large star was imbedded directly over the man's heart, giving the sister's the indication that it was Captain Steven Rogers. Twilight was very thorough in her letter.

The last two were quite easy. The human with the bow and quiver was easily recognized as Clint Barton, eyes scanning the room and shifting at an unnatural pace. Twilight had mentioned a man joining her as they entered Canterlot, never letting go of the bow by his side. Finally, the last human, the human presumed to be Doctor Bruce Banner, stood next to Twilight. That meant the human standing by Thor had to be Tony Stark.

Scanning them, observing them for several, silent seconds, Celestia at last nodded. Luna just continued staring.

Bringing an end to the strange silence, Celestia stamped her hoof into the ground twice.

As the room's eyes shifted to her, Princess Celestia announced, "Clear the wing please! Guards, please escort these scientists back to the labs, I will meet with them all again shortly."

The guards in the room all nodded gruffly, turning their attention to the six visitors.

"_They_ will be staying here, with us. We have much to discuss with them," Luna added, earning a small smile from her older sister. With their orders given, the guards quickly escorted the fumbling scientists out through the numerous exits displaced through the Star Swirl wing.

Soon enough, it was just the time bomb of a team, the two Princesses, and the six mares and baby dragon bowing at their hooves.

"Your Highnesses," Twilight graciously greeted, face lowered to the floor in a sign of respect. The rest of her friends followed her actions, bending low with eyes closed. Both Celestia and Luna bowed the necks in respect, eyes shifting up to stare at the silent group behind the mares.

Twilight quickly caught Celestia's wondering eyes, head craning backwards to stare at the unmoving statues that were the Avengers. Her jaw dropped, eyes growing in shock.

"Why aren't you bowing?" Twilight whispered, though her voice was clearly audible to all. It was more of a loud hiss if anything. "We're finally here, in Canterlot, in the presence of the rulers of Equestria!"

"So?" Barton deadpanned.

"_So_?!" Twilight gasped, standing back up fully and gaping in shock at the amount of disrespect she was witnessing. "Haven't you ever heard of 'good impressions'? You're in the presence of the princesses, goddesses! It's out of respect!"

"Twilight, please," Celestia tried to say, but her voice seemed to drown once Steve Rogers stepped forward to face Twilight's wrath.

He ignored her, surprisingly, and instead faced the two sisters. He nodded to them both, smiling a bit as he said, "I'll only bow to one God if it's all the same with you two?"

"And I don't bow," added Stark, hand shaking a bit. "Kinda not my thing."

Bruce, Natasha, and Barton all nodded in agreement. Celestia and Luna nodded back to them, smiling in understanding.

One by one, the rest of Twilight's friends stood back up, wishing not to further invest on this type of discussion when there were so much more important things to be dealing with at the moment. Unfortunately, Twilight's shocked expression switched to disheartened, the dread of failed first impressions becoming clearer by the second. Her sadness was quick to end the moment Thor stepped forward and kneeled before Celestia and Luna.

"I am Thor, son of Odin. From what I have heard from our purple friend here, there seems to be some things you both wish to discuss with us about," Thor told them, hammer grasped in his right palm with his left placed upon his left knee. "And perhaps we can delve upon some mysteries that have yet to be answered."

While the two sisters smiled at Thor's request, Twilight remained flabbergasted, jaw refusing to connect with the rest of her head.

"What…? But…why didn't you…? You could've…" Twilight stuttered, each time failing.

Thor turned her way, a humorous look in his eyes. "I will bow on my own terms," Thor murmured, his tiny smile growing after catching the bemused expression stretch across Twilight's face.

"Well, then," Luna began, watching as Thor rose up to nearly match her height, only to rise even higher than she suspected. She eyed the rest of the group, glad to see the attention turned to her. Her eagerness was quick to fade, however; replaced only with a tiresome sigh the moment she and her sister backed away from the object resting behind them, hidden to the group.

"Perhaps we can delve on those mysteries, as you have mentioned," Luna finished, eyes boring into the cracked and tattered figure lying on the makeshift table beneath the massive hourglass. Even with her head turned, she could feel the onward stares of the group, and even hear their approaching hoof and footsteps.

Their collective gasps…

Followed by a chorus of enervating sighs.

With Celestia and Luna standing side by side, the Avengers split up three on one side and three on the other, the six mares and baby dragon struggling to push right in-between the two Alicorn sisters. Standing by Luna's right was Steve Rogers, Clint Barton, and Thor. By Celestia's left stood Tony Stark, Natasha Romanoff, and Bruce Banner.

For some odd, unexplained reason, Banner seemed to be pushing himself further away from Natasha. Rarity instantly caught sight of the event, noting down the string of sorrow in the woman's eyes. Her head tilted lightly, hoof rising to rest over her heart.

But even that didn't last long, as Tony's voice broke the silence.

"Where did you find this?"

Both sisters exhaled through their nostrils, both bringing their eyes downwards on what lied on the wooden table.

At the broken body.

At the cold, lifeless eyes of the Ultron Sentry.

As Twilight and her friends examined the limp figure with growing curiosity, Tony was eagerly awaiting his answer, as were the remaining Avengers. Steve turned towards the two sisters the moment the eldest began to speak.

With her voice lost, seemingly without strength, Celestia said, "Yesterday, my sister Luna here informed me of a great disturbance falling from the skies. As we investigated, hundreds of these…blue lights fell from the clouds and hit our fair city of Canterlot, causing minimal damage and very few injuries, thank the heavens."

Luna broke in. "It was only until one of these blue lights impacted within the Canterlot Gardens did we investigate further. Once we arrived to the crash site, we found…this."

Her head fell, eyes drifting across the tattered body. The others followed her actions, observing every scratch, indent, and tear upon the sentry. The darkness in its eyes gave them the assurance that it was indeed dead, minus the equines and dragon for they did not know of the creature and its power.

Thor took a single, cautious step forward, as if he was anticipating the sentry to spring up any second and strike him. As it remained motionless, he set Mjølnir down at the end of the table, both palms placed on the strong oak.

"It is only one of many," Luna added, causing Thor to reel his head back and stare at her. "As we have mentioned, there were _hundreds_ of these creatures raining down upon us. We recovered as much as we could, taken those lifeless bodies to the labs for closer analysis, but this…" she lifted up her midnight-shaded hoof, gently rubbing the creature's forearm.

"This one was taken here, to the archives, to possibly be referenced as a creature from Equestria's, or Equus', long history," Celestia mentioned, Luna turning her way and nodding. The eldest sister sighed, eyelids lowering. "Unfortunately, our research has been fruitless, as nothing in recorded history shares any sort of resemblance to this unknown."

Celestia shifted her gaze from her right to her left, smiling at Tony Stark.

"But then all of you came."

Thor kept his hardened stare on the lifeless sentry. However, the remaining members eyed the Princess with interest, turning her way.

Looking down to Twilight, draping her wing on the smaller Alicorn, Celestia smiled and said, "Princess Twilight here informed me as quickly as possible of extraterrestrial visitors in Ponyville. The news was a surprising one, admittedly, but with how yesterday's strange events transpired, my sister and I were open to pretty much any possible conclusion."

She looked on to the humans. "With the incident in Ponyville sorted out, I hoped that you would all possibly know of this creature's existence, and how it came to be," she addressed, quickly adding a bit more once she noticed Stark nearly ready to begin explaining.

"Oh, and Princess Twilight already explained everything in the letter, everything from a world called 'Earth' nearing its end, the one known as Ultron, and the dark portal that brought each and every one of you here to Equus."

Tony brought his gaze down to the smiling Twilight. He nodded, lower lip puffed out. "Getting ahead of the game, Twilight? I'm impressed," he said, earning a tiny blush from the Alicorn.

Bruce Banner stepped forward in the midst of the silence, studying the dead sentry with minimal interest. Without turning to the two Alicorns, he said, "Everything Twilight mentioned in her letter was true, yes, but what you brought into these archives is only one of many. The army of Ultron. His legion, his unquestioning wanton force of destruction, his own self. This," Banner reached forward and grabbed the creature's forearm, lifting it above a few inches, "is an Ultron Sentry."

As he dropped the robotic limb, Banner narrowed his eyes, lips pursing the moment he turned and stared into each princesses' eyes.

"Did you recover _every_ sentry that fell out of the sky?" Banner asked, his voice humorless.

Both Celestia and Luna shared a quick glance of confirmation before nodding. Luna said, "Yes, we believe so."

"Were they all dead?"

"Yes."

"Are you sure?"

Celestia and Luna took notice of the dread in Doctor Banner's eyes, the way his breathing quickened and slowed the longer they remained silent. But their silence would not last forever, and Celestia nodded.

"Yes, we are."

"Be cautious with your words, Your Majesty," Thor interrupted, causing all eyes in the room to turn his way. The Asgardian, palms still pressed against the wooden table and eyes heavily latched onto the sentry, refused to meet any of their gazes. He just stared on, his eyes digging into the black pits of the sentry's.

He muttered, "Ultron is as unpredictable as they come. If just one sentry is alive and functioning, one you somehow managed to miss in this entire city, then he has a means of escape and survival. It would be wise to keep your eyes open…for anything. We cannot take any more chances…"

Thor lowered his head, stretching himself fully upwards.

"Not again."

Steve felt the weight of Thor's words push him backwards, but he stayed strong, held his ground. An uncomfortable silence fell upon the Avengers, not even Tony Stark having the courage to stand up and break the quiet. His expression was surprisingly crestfallen, something that intrigued Twilight. She knew she had to ponder on that issue further, but for now there were other issues to be dealt with.

"Um…Princess Celestia? Princess Luna?" Twilight began, calling out to the two sisters. She nervously rubbed her foreleg, biting her lower lip. "Well…I kind of forgot to mention in my letter that the Avengers don't really have a way to get back to their home world. Back to Earth. So, I was wondering if we could search for a spell that could…um…"

"Somehow send them home," Celestia finished, almost reading her thoughts. Almost.

"It's far-fetched, I know," Twilight added, nodding as well. "But, I'm willing to do anything to help them! If I can vouch for all of my friends," Twilight shifted her head back and forth, noticing several smiles from the ponies beside her, Spike as well, "then I can say that we just want them to get back home…to their friends and family."

Celestia sighed, earning a worrisome stare from her younger sister. With heavy eyelids, she said, "It certainly _is_ far-fetched…and dubious, Princess Twilight. I do not know if such a spell even exists, or if Star Swirl ever perfected one."

"What about the sirens?" Twilight questioned, causing several heads to perk her way. "Star Swirl managed to transport three sirens into another world. If we can find that spell somewhere in this entire wing, then we have the means of sending the Avengers back to Earth!"

After catching the incredulous looks cross both Celestia's and Luna's faces the moment they scanned the massive room, Twilight bit her lip harder, quickly spewing out, "I-if you want _me_ to search for the spell alone, then I'll do it! You two are so busy as it is and I'll just get my friends to—!"

The majority of Twilight's friends were ready to interrupt their Alicorn companion, possibly to tell her about their _own_ packed schedules. The Avengers, on the other hand, stood frozen and amazed at the words Twilight had spoken of. She was willing, out of any of the ponies they had met, to help them return home, even though they've brought basically nothing but destruction and fear to their world. For each of them, a newfound respect was built for Twilight Sparkle.

Especially Stark.

But it wasn't them who interrupted the young princess.

"It has been quite some time since I have engaged myself with Star Swirl's ancient spells," Celestia explained, her hoof raised to Twilight. "If there _is_ a spell like the one you have mentioned, then you do not need to worry yourself, Princess Twilight. My sister and I will search these archives until it is found."

She spun around, watching as the group took a few steps back from the two sisters. Celestia looked to them all, the Avengers, and smiled. "If this spell is the only chance we have on getting each and every one of you back home…then I promise that we will find it."

Luna nodded, smiling as well.

Each of the Avengers exchanged a few glances from one another, turning back to the two sisters with equal expressions of shock and awe. Barton was the first to speak out, earning the Alicorns' attention.

"You'd really want to help us…even though you have so much more to look after?" Clint asked, arms crossed over one another.

"After everything we've done?" Banner added, his voice so low.

"All that we have wrought?" Thor continued.

"Everything?" Natasha finished with none of the others willing to speak up, not even Stark.

All of their questions were answered in one, simple, powerful statement.

"The happiness of Equestria's citizens is one of the most important duties we seek to fulfill," Celestia said, eyeing the group and chuckling a bit to herself. "From the looks of it…none of you appear very happy. The only way that seems to be achieved is if we find a way to get you all home."

"And that is exactly what we plan on doing," Luna clarified, smiling to them.

They all stood silently, minds contemplating on what they just heard. Did they imagine it? No, it was the truth. After everything they've done, even with Ultron still out there, the rulers of the country they resided in actually _accepted_ them into their land, accepted them as citizens. That uncomfortable silence came rushing back, but not for very long.

Steve Rogers was the one to say it, the two words that were on all of their minds.

"Thank you."

The two merely shrugged it off. Celestia chuckled wholeheartedly and said, "Think nothing of it, Captain. We appreciate your time and valuable information that…hopefully shed some light on what we're going to be up against." She spun her neck around, cautiously eyeing the dead sentry. And its dark stare.

"Hopefully not too soon," Thor added.

"Yes," Celestia agreed, turning back and smiling at them, "because while you are here in Equestria, it would be wise to enjoy all we have before we find the spell."

"You sound so confident in finding it," chuckled Stark.

"Confidence is one thing, Mr. Stark," Luna intercepted, smirking his way. "Hope is the other."

"And we _hope_ that you all enjoy your time in Ponyville for the time being. You need not to worry for us. We _will_ find the spell to get you all home, but in the meantime…" Celestia paused, scanning each Avenger with a growing smile. She winked and said, "Safe travels."

Nods and bows were exchanged, a couple of hand and hoofshakes here and there, and a hug between the three princesses. With renewed confidence, and hope, the group prepared to make their exit, but stopped mid-turn when Celestia spoke out once again.

"Oh, I nearly forgot to mention! The Grand Galloping Gala will be a couple of days from now, and I'm certain it would be a splendid opportunity for our visitors to become acquainted with Equestria's…_ahem_…more pompous citizens."

Rarity instantly capitalized on the subject, giggling graciously and waving her hoof out in front of her. She said, "You need not to worry about a thing, Your Majesty! _I_ will _personally_ tend to our visitors' apparel. After all, first impressions are the most fabulous impressions!"

With Rainbow Dash's groans echoing throughout the archives, the group of Avengers, ponies, and one dragon, prepared to make their exit, this time having turned fully around to face the door that led to the hallway. And once again, they halted at the sound of a princess' voice calling to them.

"Son of Odin, we believe you forgot this."

His palm felt unnaturally light. Having heard his name, Thor spun around to meet—

Mjølnir.

His hammer. Encased within a light blue aura of energy, his hammer floated a few feet out in front of Odinson, startling the entire group, mostly the humans. Thor, however, held the worst expression of all; mouth slightly drooped but not a word spilling out. He wasn't staring at his hammer covered with blue energy any longer. He had long since abandoned that.

No, he was staring at the pony whose horn was glowing the same exact color.

Princess Luna.

The sickening silence that followed was the absolute worst one held between the Princesses and their visitors. The previous moments of silence were all expected, were all short. But this, this seemed to be sardonic, everlasting, unsettling even. At least for Odinson, who hadn't moved a muscle since he spun around to meet _her_.

The pony that was lifting his hammer. Well, levitating it.

Now, it was Luna's and even Celestia's turn to feel a bit startled at how Thor just stared at her, and then back to the hammer, and then back to her. As for the rest of the Avengers, they remained deathly silent alongside their equine companions. Jaws dropped, eyes grew wider, and all breathing seemed to die.

All except for Tony Stark who was laughing his ass off every step of the way.

He was the first one to retreat out to the hallway, his laughter echoing even from outside. With grumbled thanks, Thor reached out and plucked his hammer out of the air, spinning around and pushing past each human and pony that got in his way. None of them dared to having seen the look in the Asgardian's eyes.

Twilight and her friends exchanged several unified and confused glances between each other. Pinkie just shrugged, smiling and hopping behind Thor's red cape. The others followed her, leaving just Twilight standing there with an expression just as utterly flabbergasted as Princess Luna.

Even she didn't stay long, shifting her stare over to Celestia and Luna before retreating herself. And all Princess Luna could do was stand there, stare at their escape, and rub the side of her head.

"Was it something we said?"


	15. Submit or Perish

"Stay here," Starlight warned, her hoof outstretched to the three standing behind her, but directed towards Ultron. She leaned downwards, sun beating down on her back as she studied the quaint village roughly a hundred or so yards away from her. She smirked either way.

They made it.

Her town.

It was almost exactly how she left it.

Even from where they remained hidden, so, so far away from her home, both Starlight Glimmer and Ultron could hear the joyous laughter of fillies and colts. They could see all the ponies intermingling with one another, despite all the differences. All the color, all the genuine, real smiles the unicorn could hardly make out.

It was horrible.

Everything she had built was torn down, as she expected. Tainted, forever infected by the differentiation that cutie marks brought upon, the inequality, the horror, the terrible tragedy that the ponies had succumb to. She truly _had_ lost everything…

But she wasn't there to take it back. Yet…

"When you see the signal…that's the moment you act," Starlight whispered, as if the ponies had _that_ good of hearing from where they stood. Head bent to the left, Starlight narrowed her gaze on the oh-so-small village. "I'll enter the town first…"

"How will I know what the signal is?"

Starlight stood back up fully, wiping her chest of the dirt that accumulated against her pale coat. Turning her neck back, she offered a miniature smirk to the towering beast of metal and darkness. Ultron. Her first, true friend. The two sentries behind him didn't even _try_ and hide themselves like she had, nor did Ultron. That's what she liked about him.

Fearless.

And that was truly, truly terrifying.

With that memorable smirk of hers, Starlight whispered, "When they try to attack me."

He nodded in understanding, bringing his head to the right. With a quick whip of his right forearm outwards, the two sentries behind him burst to life, their feet lighting up with a blue beam of energy that pushed them up and off the ground. Surprisingly, as they hovered several feet and took off into the clear, afternoon skies, they were silent. Silent killers.

Starlight liked that.

And she smiled as she slid all the way down the hillside.

Reaching the rest of the dusty earth, Starlight stumbled forward, catching herself and instantly teleporting to cover. With a few cautious breaths, she peeked out from behind the large stone she hid near, left eye scanning the barren wasteland. Nothing. She was clear.

With a glow of her horn, Starlight focused on the area of her interests and vanished, reappearing behind another rock, always remaining hidden. With each flash of light, every burst of magical exhaust, Starlight grew closer and closer to the small town, closer to her home. Every inch counted, every centimeter closer to taking her life back. Forcefully if need be.

Soon enough, even the stones wouldn't be enough to hold her body. She cared not for them. She wanted to show the foolish foals that chased her away just how powerful she truly was, that they were nothing without her and her strength. As she pushed herself up off the dirt, Starlight's smile never died, her toothless smirk almost as venomous as the poison in her glare.

She could see them for where she stood, roughly twenty or so yards away from the front houses.

Holding that poisonous expression, Starlight Glimmer calmly approached the town.

One hoofstep at a time.

At first she went completely unnoticed.

_One…_

She slowly walked past the first two houses facing each other.

_Two, three, four, five…_

A colorful mare offering some delectable treats to a small family suddenly dropped the tray right in the dirt, ruining the cupcakes, muffins, and Danishes.

_Six, seven, eight, nine, ten…_

Numerous gasps sang in unison, only to fall silent by the terrified screams that followed. The screams were loud, so loud in fact that it caught the attention of the entirety of the town. It wasn't a particularly large village, so when something major occurred everypony knew about it.

Everypony.

_Eleven, twelve, thirteen…_

They broke out of their houses—all of the colorful ponies Starlight had lied to once before—each of them bearing looks of rage and hatred. As they spilled into the streets, shouting and cursing at the pale unicorn that walked by, Starlight paid no attention to them. None of them. Her stare, her venomous glare was centered on one cottage.

_Her_ cottage.

And the white stallion that opened its front door.

_Fourteen…fifteen…_

She was running out of room, her hoofsteps slowly losing their collected pace and shuddering to an expected halt. However, she kept moving, kept her strength up, even as the ponies from her sides circled behind, cutting off her backside exit. Idiots.

They screamed at her. But she kept at it, kept counting.

_Sixteen…seventeen…eighteen…_

Double Diamond, Party Favor, and Sugar Belle were the three blocking her path, several others joined by their sides. Their glares were ferocious, necks straightened, frowns burning her on the spot. She kept moving towards them.

_Nineteen—_

And just like that, her counting and pace were cut off simultaneously as Night Glider landed directly in front of her, nose nearly poking hers. The Pegasus snorted, teeth showing.

Coming to the conclusion that she wasn't leaving anywhere anytime soon, Starlight Glimmer backed off a few feet, giving her enough room from the insensitive Night Glider. She was always so insensitive, even with her cutie mark removed. Worthless pawn. Terrible friend.

But then came the others. Standing side by side, Party Favor and Sugar Belle glared down the mare in front of them, joined quickly by Double Diamond taking his place by Night Glider's right. They all held looks of rage, seething hatred melting in their eyes, the residue landing on the lone unicorn standing in the middle of the town she once commandeered, surrounded by those she once enslaved.

And she was alone…smiling…

Double Diamond didn't let that bother him. What mattered was that she was here, alone, surrounded and nowhere to escape. This was their chance, their chance to bring Starlight the justice she deserved. He would not lose this opportunity.

But it was so…unnerving.

He _knew_ Starlight, and with her exposing herself like the way she was to them, so easily, almost in a defeated manner? It wasn't like her. Not at all. That smile did not seem right…

After seeing the rest of the town's citizens ready to take matters into their own hooves, Double Diamond took a rough step forward, shouting over the crowd, "Starlight Glimmer!"

The ponies around the unicorn began to settle themselves, but still held their guard, ready to pounce and fight if the opportunity presented itself. Starlight, on the other hoof, chuckled at all the expressions, laughed in the face of danger, and smiled into the hatred. Smiled at the four blocking her path home.

"My, my, you ponies _certainly_ have made a name for yourselves ever since my departure!" Starlight said loud enough for all to hear. She expected no response at first, and received no response. So, she continued. "How have your cutie marks been treating you? Honestly, I expected this town to be in ashes by the time I got back. It's just like I said…different talents lead to different opinions—"

Shocking to all, Sugar Belle was the one to interrupt her.

She screamed, "You had _no right_ to dictate our lives, Starlight! You almost took away everything that made us who we are, everything that made us special!"

"And in turn…I brought you happiness," Starlight interjected, smile never breaking, though it twitched bit from having been interrupted.

"If that blindfold is what you called 'happiness', then we want _none_ of it, Starlight!" Double Diamond responded, earning several shouts of agreement from the crowd.

The unicorn, holding her horrific stare onto the four ahead of her, began to falter, her smile falling apart, slowly being rebuilt into a frown. In the midst of the crowd's eruption, Night Glider leaped upwards, catching the wind and hovering several feet above the ground.

Smacking her hooves together, she shouted, "You're not running away this time, Glimmer! We got you surrounded! And even _if_ you try to make a run for it, you won't make it long in that desert! Face it, Glimmer, you're trapped! You _lost_!"

"You're going to get your just desserts! For _everything_!" Party Favor finalized, receiving several roars from the crowd.

And in the end, after all the threats and all the hate, Starlight Glimmer just smiled away.

"Am I now?" she questioned, smirk growing by the second.

"What are we waiting for?! Let's get her already!" a stallion lost in the crowd screamed, earning several supporters to his rising action. As if that was the kick starter, everypony began to move in on the unicorn, Starlight shifting her gaze back to and fro, body leaning down and prepared to fight back.

However, a white hoof was raised.

"No!"

Amongst the haze of confusion and chaos, all eyes turned over to the white hoof, belonging only to Double Diamond. Starlight straightened her posture, chin rising and eyes narrowing on the stallion glaring her down.

As his hoof fell, Double Diamond shouted, "We're not going to diminish ourselves to her level! We'll contact Princess Twilight and let her know that we have Starlight, so she can _finally_ face justice under the supreme rule of Princess Celestia!"

His speech was met with praise, several mares and stallions nodding their heads in agreement. All eyes shifted back to the unicorn, her smile growing back the moment Double Diamond began speaking again.

"You're going to pay for your crimes, Starlight! A pony's cutie mark isn't as worthless as you think it is! It makes us strong, gives us an identity, and makes us _who we are_! Inside and out! And that's why you lost, Starlight, because you were too blindfolded to realize that!"

The crowd yelled in agreement, never breaking their hardened stares away from the unicorn, watching her moves, waiting for her to make the first strike. Surprisingly enough, she didn't move much. Starlight merely raised her right hoof upwards to place it over her chest, chuckling in amusement, further angering the ponies around her.

At last, she spoke, her smile back in all of its venomous glory.

"So, I really lost, hm?"

"Yes!" all four ponies shouted, anger straining their vocal cords.

Starlight spun her neck around, twisting it from side-to-side. Her toothy grin held, hoof rising into the air infected with cruelty and detestation.

"How do you all feel about that?!" she asked the crowd of spectators, of friends, of ponies she lied to. They responded with harsh feedback, cursing at her and constantly repeating words of degradation, aimed clearly for Starlight.

She didn't let a single word of their hateful tone get to her.

Starlight just smiled.

And smiled.

And smiled.

And smiled.

As if time seemed to slow to her command, her monstrous stare settled on the four she loathed the most in the town, her twisted grin growing into something far too sickening for any pony to enact. Still, she spoke the moment there was silence, her voice faded and distant, but still holding its dark grudge.

"And how do you think…_he_ feels about that?"

At the exact moment those words exited her lips—Party Favor's and Sugar Belle's eyebrows rising curiously while Double Diamond and Night Glider intensified their glares—a powerful gust of wind blew from behind them, a _crack_ of the earth following suit. Just as the crowd behind the four yelped in unified terror, the four spun around, nearly sharing their fate.

"Equality can be a touchy subject," said the massive creature as it slowly pushed itself up higher and higher. Two more rose from behind it, their right arms morphing into what appeared to be some sort of staffs, the tips on each one glowing bright blue and aimed for the four equines.

Cracks buried into the ground surrounded the creature's feet. As the eyes of the two stallions and two mares slowly rose up, studying every indent, every body part, every sharp claw, rib, and metallic armor that permeated the creature's body, all the breath seemed to be stripped from their lungs, refusing to return.

They couldn't breathe, not while it stared at them with eyes as red as fire, a body burning red and sickness.

A demon.

That's what they saw. That's all they could explain.

The demon began its approach, causing all to back away. It spoke as it moved, gesturing to the crowd. "You can accept it, break away from it, fall apart in its aftermath, but in the end does it all really matter? Do you _all_ matter? How can you blatantly admit to saying that Starlight has dictated your lives when those cutie marks have been doing just _that_?"

Soon, the demon stopped, causing those around him to keep pushing backwards inch by inch. Still, the demon returned to its speech, whether they truly listened or not.

"Yes, equality _can_ be a touchy subject…but when handled by those utterly and completely _willing_ to accept its embrace…willing to submit…then it becomes something one can only dream of. After all…how can you be a shining beacon to the world of ponies if you don't allow yourselves to…devolve?"

Nopony said a word. Starlight kept on smiling, smiling at the four cowering in front of her.

"Now then, I will begin my friend's request with a more… What's the word…?" the demon stumbled, snapping his sharpened claws. "Ah, yes! 'Simplistic'! I will begin with a more 'simplistic' approach, if you only allow me to."

In an instant, Ultron shot his hand forward and wrapped his claws around the neck of Sugar Belle, earning numerous cries and screams, especially from the unicorn whose life was in his hands. Literally. She kicked, screamed, cried and begged, but Ultron continued on, lifting the mare off the ground with no effort.

As he brought her in closer, he could see the fear rush through her teary eyes, the quiver of her lips, and the dying hope in her heart.

Good.

As expected from the devolved.

Just one more law to lie down, one more verse for Ultron's bible of purification.

"Submit…or perish."


	16. Too Much of Life

"Are you _sure_ you want this implemented in the suit?" Twilight asked, her violet hoof rubbing the underside of her chin in signs of worry and intrigue. Having broken her stare away from the energized crystals and gems piled together on the table in front of her, Twilight's eyes trailed across the floor.

She followed the wires connected to the gems' encasing—a large tube with enough wires and equipment to rival the portal in Twilight's library—and lingered over to where they were connected. From across the room, Tony Stark twisted his neck around and nodded.

"Yeah, totally," he said. He was so nonchalant it was painful for the princess.

Twilight observed the human from her position in her own little observatory. The noonish sunlight poured in from the podium leading outside. There, Stark's shadow cascaded into the dark of the observatory. He appeared even bulkier than before, due to his suit covering his entire body.

And the wires sticking into his chest and back. The wires that would power his suit with magically-enhanced crystal energy.

The entire idea was Stark's, of course. After returning from Canterlot with the news of how they were pretty much stranded in screwed-up horsey land until the Princesses found a spell to get them home, the Avengers pretty much agreed to just enjoy their time on another world…for the time being. Ponies took humans by the hands to show them around, but Stark stayed with Twilight for one reason.

Finish his suit, of course.

The idea was ridiculous on its own. Rebuilding the power supply for the Mark 45 would be fruitless without a new energy source he could easily replenish from. It seemed the magic conducted from unicorns, or Alicorns in the case of the matter, could easily be transfused to a suitable form of clean energy. Stark went ahead with the plans while Twilight was reluctant the entire ordeal.

And Spike was watching from the warm podium, chomping down on extra crystals from the experiment.

Twilight sighed, turning back towards the test tubes filled to the brim with magic-absorbing crystals, the kind that would be able to power Stark's suit. She gave an uncertain stare, biting her lip and turning her neck back.

"Before we start, I'll have you know that this'll be the first time I've transfused magic to energy through these crystals. From my calculations, the outcome might yield the expected results…or it may completely overpower the system," Twilight explained cautiously, eyes flickering from the wires and back to Tony's face.

Tony looked back once more, rolling his eyes and facing the Alicorn. He said, "No point in standing here asking questions when we could be answering them. If it goes wrong, it goes wrong. Like all great scientists, we learn from our mistakes. Remember, Twilight, it's just a test run."

He closed his mask shut with his left palm, eyes remaining dark.

"Now, come on. Let's run this puppy."

Knowing there was no arguing with him, Twilight sighed once more and returned back to the test tube. With her eyes glossed over in worry, they slowly shifted to determination as her horn lit up a brilliant violet. She gritted her jaw, narrowed her eyes, and fired a magical beam straight into the test tube.

Twilight didn't halt from there. Continuing the magical beam, Twilight watched as the crystals reacted to the magical impulse, shivering and glowing within the test tube. Soon enough, as expected, the energy from the crystals expelled into the wiring surrounding the equipment and tube. The energy raced downwards off the table through the wiring and slithered across the crystal floor all the way to where Tony stood, waiting for the kick.

What a kick it was.

Tony flinched once the energy seeped through the wires and into his suit. It was slow at first, but soon enough Stark began checking for all the miniscule signs of activation. He wiggled his fingers, moved his arms up and down, and hopped once. The suit moved easier. It wasn't as heavy as it was earlier.

The minor tasks were accomplished, so that left the major.

He didn't have to wait long for the HUD to kick in, showcasing several graphs and models in front of his field of view. The numbers and calculations ranged from previous engagements back since Sokovia. They definitely needed an update. But that could be saved for later tests. Stark had other ideas in mind.

"Friday…you there?" Stark asked, prompting Twilight's attention to shift to him.

The feminine voice was muffled through static, but it quickly recovered as the rich, magically energy continued to seep into the suit.

"…_Good evening, Boss,"_ the voice of Friday greeted, heard only through Tony Stark's comms.

Stark nodded, a content sigh of relief escaping his lips. Another task done, another to accomplish. He said, "Friday, give me an overview of the damages on the armor that I may have missed."

A miniature hologram of the basic structure of the Mark 45 came into view, showcasing and zooming in on points in the armor that needed tending to. Many were easy fixes, but a specific one caught Stark's interests. The image zoomed in on the lower propulsion directly beneath the feet.

"_Scans indicate that the thrusters have been slightly damage upon planetary impact,"_ said the AI, her calming voice like liquid mercury against Stark's ears.

Tony nodded. "Reroute current energy flow to the propulsion thrusts. We need to test it out."

"Mr. Stark, who are you talking to—?"

But Twilight's question fell quickly, almost as quick as her jaw nearly hitting the crystal ground. From her position, the Alicorn watched with widened vision as Tony Stark jammed his glowing palms downwards, both his hands and feet lighting to life and actually causing the man in the suit of armor to hover above the ground.

The sight was simply incredible, and without thought Twilight twisted her neck around fully, capturing the scene to her young's mind content. She made the fatal mistake of breaking off the magical flow from her horn to the crystals.

Almost instantly, the flow of energy ceased, causing Stark to slowly sink back to the ground. He lifted up his head, glowing blue eyes landing heavily on the Alicorn.

"Keep up the magic, Twilight! Not done yet!" Stark warned.

Twilight made an about face. "Sorry!" she quickly apologized, shifting her attention back to the tube and firing off a quick bolt of magical release. The heavily applied blast reacted just as one would expect. Even as she continued to apply the magical beam to the tube, it mattered none as the power surge of energy quickly flowed into Stark's armor.

And the results it had.

From the sudden jolt, Tony's lower propulsions erupted and sent the man spiraling into a backflip. Spike screamed, flipped up his bucket of crystals and ducked for cover. Tony Stark flew over him, busting down the wall covering the upper portion of the podium.

His trail of fire flew downwards, impacting something that caused uproars of female screams from below.

"Mr. Stark!" Twilight screamed, already galloping out to the podium. Spike still covered his head, only bringing it up once he noticed Twilight's shadow passing him by. He joined the Alicorn quickly, the two following the smoke trail and landing on the ruins of a miniature flower stand within Ponyville.

Daisy, Lily Valley, Rose all stood slack-jawed as the metal beast exited from the crash, wooden pieces and dead flowers falling from his form. It was almost enough to cause all three to faint on the spot. Despite the sight that caused quite the attention within the crowds surrounding the area, Stark looked back towards the castle, giving the princess looking down at him thumbs up.

"That's what these tests are for!" Tony shouted loud enough for her to hear. From the castle's podium, Twilight nervously bit her lip, Spike returning the thumbs up with his own.

From below, Rose gently placed her hoof on Lily Valley's shoulder, offering her friend a nervous smile. As for Lily and Daisy, the two couldn't take their eyes off the carnage, over the sheer amount of destruction. Their flowers were gone, crushed, never to return.

And Rose said, "Well, at least we still have the shop, right?"

Soon enough, the crowd observed the ruins of the small flower stand, noticing the burning wood and dead flowers strewn across the dirt road. But their attention quickly returned to the metal man holding out his hands in defense, his mask flinging upwards to reveal the distraught face beneath.

"It's alright! It's fine! I'll have this taken care of sooner or later. Presumably later…if I can get this stupid suit working," Stark explained while adjusting the settings in his suit. Adjusting meant hitting and smacking himself…numerous times.

Noticing the oncoming crowd, he brought his head down to three mares he believed to have owned the flower stand he recently crushed. He offered them a nervous grin, still adjusting his suit.

"Do you take cash or che—?"

And then he blasted off again.

The unequal energy pulse in his suit sent Stark spiraling into another backflip, his thrusters on both hands and feet blazing and burning. The crowd watched his body twist and turn in midair, eventually crashing into a nearby flower shop right through the window.

The expressions on Daisy's, Lily Valley's, and Rose's face all matched. Horrified. Just as when they collapsed into the dirt road, their actions matched.

As for Rainbow Dash and Thor Odinson, the two strolled on by with just a glance of interest to offer. Nothing more, nothing less. Even as the crowd tried desperately to peek inside the devastated flower shop or tried to awaken the three mares passed out in the street, the two walked on, focused in their own conversation.

"Are you certain we need not to intervene?" Thor asked the mare hovering to his left.

Rainbow Dash nodded, flashing a knowing grin. "Trust me; this kind of stuff happens at least twice a day…to _those_ ponies specifically. Stark just quickened the inevitable."

"It would not be the first time," Odinson muttered.

"What was that?"

"So, I hear you are the weather manager in this quaint village," Thor quickly added, hoping to change the subject. His hopes were relieved once Rainbow grew a massive smile, planting a hoof on her chest, absorbed within her own glory.

"Hay yeah!" Rainbow Dash blurted out. "I _pretty much_ run how the weather's gonna turn out in Ponyville. It's nothing special really. It's just filler until I finally get to join the Wonderbolts!"

Thor raised a curious brow, his face turned to her as the two continued down the road.

He asked, "Wonderbolts?"

She suddenly flew a little bit too close for comfort, staring at the Asgardian with eyes that held unrealistic amounts of disbelief. "Are you telling me you've never heard of the Wonderbolts?!"

"Are _you_ telling me that you have forgotten I arrived to this world yesterday?"

Rainbow Dash rolled her eyes, continuously moving forward with the God of Thunder. "Well, no, but the Wonderbolts are only _the_ greatest team of flyers in all of Equestrian history! I've been studying their techniques for years, perfecting them down so they could be utterly impressed when I show them my moves. And then they'll ask me to join, and then I'll be a Wonderbolt, and then I'll be so _awesome_!"

The Pegasus scrunched up her face with both hooves. Thor's heart could've melted if he allowed it to. She quickly recovered, flipping up her mane. "I mean…I'm already awesome, but there's no point in stopping."

Thor chuckled at her antics, gently tapping Mjølnir against his palm. "Those are certainly some dreams you have there, Rainbow."

"Dreams soon to become reality!" Dash added, tapping Thor on the shoulder with a wide grin.

"Yes, well, how about focusing on your current job until then?" Thor asked, lifting up his free palm to block out the blaring sun up ahead. He groaned, "It is certainly fuming today. How about bringing in some clouds, Weather Manager? Perhaps then we can bring our attention to what truly matters…"

Rainbow repeated his actions, lifting up a foreleg to block the intensity of the sun's rays. She grimaced, replying, "Now that you mention it, Ponyville _could_ use some cloud coverage today." She sighed, "Of course, then I'd have to organize the other weather ponies and give them basic instructions on how to push clouds. _Ugh_. Honestly, I'm counting down the days till the next Wonderbolt event."

Dash paused, brow furrowing as she slowly turned to Odinson. "Also…about what you were saying earlier…about these so-called 'twins'…"

Thor stopped dead in the road.

He didn't know why it got to him. He didn't know why he allowed it to. There was just something about them, something about Pietro and Wanda Maximoff that yearned for his attention. It wasn't because he personally volunteered to search for them once the rest of the Avengers split up earlier that day that he felt he needed to, it was because he felt an obligation to find them and see if they were still alive and well.

Despite everything they had done with joining forces with Ultron and getting him the required elements to further his path of destruction, they still left him and chose to fight against his tyranny. Despite what that Witch did to him, made him see what he thought not was true, she and her brother were one of them now. They were Avengers. And they _all_ stick together.

"Yo!" Dash interrupted, tapping Thor on the forehead. "Equestria to alien, you there?"

Thor's gaze met the Pegasus'. He quickly broke away and continued down the road, Rainbow Dash trailing him. He said, "The twins are two other members of our team before we had arrived to Equus. I promised my team I would search for them, presuming they could have landed somewhere by the Everfree Forest. That is where I will begin my search."

He didn't bring up Vision just yet. Perhaps later when the rest of the Avengers and mares were present. As for Rainbow Dash, she just gave Thor a supporting grin, hovering by his left.

She gently punched him in the shoulder, saying, "Don't worry, Thor! I'll help ya find them just as soon as I'm done rounding up the weather team to bring some clouds later this afternoon."

She felt a mighty palm on her shoulder. Thor smiled her way, holding out his massive hammer.

"Perhaps I can be of assistance."

Before asking just what he meant, Rainbow's wings gave out. She slowly descended back to the earth, eyes wide and jaw slack. She watched from the ground as Thor simply lifted up his hammer above his head. As quick as a storm, by far faster than any group of weather ponies could accomplish, a large gathering of heavy clouds built and swirled together directly overhead. They easily covered the sun in seconds, spreading a cooling shadow across Ponyville.

Thor lowered his hammer and allowed nature to take its course from there. He turned back to the Pegasus, chuckling at her expression.

"That…was…so _cool_!" Rainbow squealed, zooming over and spinning around Thor in a rainbow trail. She quickly halted, hovering in front of the Asgardian. "You can control weather too?!"

"To some degree," Odinson responded with his clever smirk.

"Wow. It just looked so easy…" she prompted, hoof rubbing her chin in thought. Her eyes shifted down to the hammer in Thor's palm, an excited grin growing across his face. "Okay, you have _got_ to give me another try at lifting that thing!"

With her hoof pointed towards Mjølnir, Thor gave the weapon a casual glance, bringing it closer to him. He shook his head, smile still held, as he asked, "If you were not worthy before, what makes you think you shall be now?"

His answer came from that confident smirk he now knew the mare by. There were others that caught his interests. Twilight's ability to lead through her princess advantages, Fluttershy's inability to perform certain tasks out of pure shyness, Rarity's interests in his armor and asking several questions about Asgardian culture—she was more interested on what his people wore—and of course Pinkie's ability to…whatever it is she was capable of. It baffled the god.

But Rainbow's confident smirk is what sold it for him, what told him was that the mare in front of him was a competitor, one who was unwilling to surrender or give in.

Thor couldn't help a grin of his own.

Rainbow Dash slowly fell to the dirt, her wings still extended as she said, "Well then, how 'bout a race to see if I'm worthy to beat the one who wields the hammer, huh? When we're looking for the twins, we race! You and me, for a chance to lift that hammer again! What do ya say?"

Thor shook his head, smile disappearing. "The safety of the Maximoff twins is held in higher regards than some simple race, Rainbow Dash." Rainbow watched as Thor spun the hammer around, a pulsating form of energy emitting from the weapon that caused Rainbow's mane to stand on end. He continued doing so, Rainbow's grin still plastered to her lips.

"So is that a yes?" Dash asked.

"Just try and keep up," Thor finished, swinging his hammer up and taking off at breakneck speeds into the air. Rainbow followed suit, kicking up dirt and rocks from her eruption. It wasn't long before she eventually caught up to him, taking the lead with the God of Thunder quickly trailing.

The two already flew over Sweet Apple Acres, creating a mixture of thunder and rainbows as they quickly approached the Everfree Forest to continue searching.

* * *

"Would you look at that?"

Captain Steven Rogers turned towards the voice, instantly shifting his attention upwards to the trail of rainbows slowly dissipating into the heavy clouds above. The First Avenger chuckled, returning to his work.

He slammed his shield against the apple tree, creating quite a powerful gong once the Vibranium connected to the tree's trunk. A collection of apples rained down upon impact. Clint Barton moved in, a small basket in hand as he collected the fallen fruit.

"Looks like Thor's enjoying himself," Rogers commented, placing his shield against his back and picking up an apple, rubbing the dirt off against his suit. He took a bite, enjoying the apple's juiciness. It was much more delectable than any of the apples he's had on Earth.

Barton placed the half-full basket down, plucking a red ball of sweetness from its contents. He also took a bite, turning to the Captain leaning against the tree. "You don't seem to."

Steve tried to hide his furrowing frown, but simply couldn't. He asked, "You saw that?"

"I see a lot of things, Cap," Clint mentioned, tapping near his eye as he took another bite.

Captain America shook his head, gripping the apple tightly in his palm. "Then you should know already."

"Hey, Cap. What's going on with you?" Barton pushed forward, standing in front of the weary Captain. Rogers brought up his gaze, listening carefully as Barton said, "You've been acting so cryptic ever since we left Canterlot? Something on your mind?"

Memories of the world breaking apart flashed behind Steve's vision. His shield striking the earth, keeping him grounded, eyes watching helplessly as Thor demolished the device and the ground along with it, ensuring the destruction of Novi Grad and everyone on it. Hundreds of lives that failed to escape in time, each one screaming out as their world fell from them. Their voices pleading but not a sound to be heard.

_Crack!_

The two Avengers turned towards the direction of the sound, seeing Applejack's silhouette bucking apple trees in the distance, a collection of apples raining from her strike.

Seeing Applejack brought forth recent events of him and Barton joining Applejack on her way back home to Sweet Apple Acres. A farm, as she had mentioned, caught Barton's interests almost immediately. Cap trailed along, longing for some peace and quiet for the time being. Applejack put the two to work right away, collecting apples which he and Rogers easily began some sort of method. It wasn't backbreaking, but it wasn't a picnic, either.

Rogers bit into his apple, reconsidering that thought of the picnic.

He swallowed and sighed. "I can't shake off this feeling of regret, Clint."

"Like how?" the man asked.

"We just let those people die back on Novi Grad, like they were some hindrance to us," Rogers explained, almost instantly silenced by the Hawk.

"Stop," Barton began.

Steve shook his head. "No, I can't stop now. We go on by with these ponies having no idea what we did. They think we're heroes on our world because we told them we are. What'll they think of us when they see the truth, when they see what we had to sacrifice to stop Ultron's plan?"

Barton shook his head and sighed, dropping his half-eaten apple into the grass. He said, "Cap, I would imagine you of all people would realize that in war innocent people die. We're not gods, not all of us anyway, so we can't ensure that everyone who gets caught in the crossfire comes out unscathed. We can try, but it's never ensured. What happened in Novi Grad…"

"What happened in Novi Grad was us failing," Rogers interrupted, silenced as Barton continued.

"What happened in Novi Grad…we can't change. We fought hard, we fought strong, but we came up short. We had a decision whether to let the human race perish or sacrifice a few hundred. Cap, there is no scale between those. We had no choice but to destroy Novi Grad. Can you see that?"

Captain America tried to see it. What he tried to see was everything against what the Avengers stood for. They saved the world, saved lives, protected the innocent, but yet he stood on an apple farm still wondering whether or not they had accomplished any of those aspects ever since their departure from Earth. It tore him apart.

He dropped his apple.

"I don't know what to see anymore," he murmured.

"I see my family," Barton offered, prompting the Captain to turn his way. Clint recovered, lips pursing in thought. "When stuff like what happened at Novi Grad is on the line…I like to think of my wife…my kids…what they would be like if we had failed, if I had died. I just…can't see that."

His voice broke, eyes growing misty. He recovered and said, "So, if we had the choice to do it again, I would still favor to destroy the city."

The Captain looked away, arms crossed over each other.

"Yeah…me too." He never sounded entirely sure when he said that.

A forward trot and thick, southern accent caught the two completely off-guard.

"What're we agreein' to over here?" Applejack asked, approaching the two Avengers from behind. She chuckled, noticing how laid back the duo were. "Takin' a little break, huh? Not a bad idea if Ah do say so mahself!"

"Miss Applejack," Rogers greeted, backing away from the tree he leaned against. He hoped she hadn't heard their conversation, not yet anyway. Thankfully, he had a reason to steer away from that possibility as three adorable ponies approached giggling with one another. They were much smaller than Applejack, presumably of younger age.

Captain America motioned his palm forward. "And who might these little fillies be?" he asked.

Applejack smiled and backed off to the side, holding out her hoof as the three fillies lined up. She pointed to the one closest, a yellow Earth pony with a red bow and mane the same color. She said, "This here's mah little sister Apple Bloom. These are her friends. Scootaloo, Sweetie Belle, say hello."

"Hi!" the three fillies squealed in unison, eyes lighting up at the sight of the two.

"They've just been dyin' ta meet the aliens, so Ah figured now would be good time as ever with a couple of them on mah farm and what not," Applejack explained.

The Captain offered his friendliest of smiles. He said, "It's a pleasure."

"Likewise," Barton mentioned. However, his smile depleted as the two fillies quickly rushed up to him, staring up at him with eyes filled with wonder and hope. He held out his hands, unsure of what to do.

The white unicorn diverted around the man, and upon discovery happily saying, "So you _are_ that one guy with a bow!"

Barton's frown resurfaced having now been referred to as that "one guy with the bow". However, his frown melted as the orange Pegasus tried desperately to fly up to him, only to hover a few inches above the ground, wings flapping wildly.

She said, "Hey, do you think you can help us get our cutie marks?"

Barton's eyebrow rose in suspicion. "Cutie marks?" he and Rogers both asked.

"They're a mark on our flanks that help ta determine what we're destined ta do in life," Applejack explained, her hoof reaching back to point to the three apples adorned on her flank. She turned forward, chuckling and tussling Apple Bloom's mane. "These little fillies have been tryin' harder than anypony Ah've known ta get their marks."

"How do you get them?" Steve asked.

Apple Bloom answered, joining her friends around Clint's legs. She said, "Once we discover our special talent, a mark will appear on our flank showcasin' that talent! And we need _your_ help!" She pointed up directly towards Clint Barton.

"My help?"

Sweetie Belle rolled her eyes, enveloping Barton's palm in her own special aura. It wasn't strong, but it did catch his attention as she tried desperately to drag him away. "Yes, silly! We need your help to get our sharpshooting cutie marks!"

"Whoa, whoa! Hold up!" Barton interrupted, holding back against Sweetie Belle's efforts. They looked up at him with eyes filled with curiosity. "I don't think I can just up and leave with all this work Apple Bloom's sister wants me to do," he told them.

"No, no! Applejack said it was alright! Right, big sis?" Apple Bloom wavered, lingering towards her older sister for confirmation. Applejack only chuckled, nodding her head once.

Clint watched her agree, quickly giving in. He sighed, nodding as well. "Alright, I guess I can help if you need it."

He flinched back as the trio of fillies exploded into cheers, Sweetie Belle using her magic to pull him forward and Apple Bloom with Scootaloo pushing against his back legs. As the four of them slowly began to dip farther and farther away, Steve managed to catch a little smile tug at the ridges of Barton's mouth. Steve smiled too, leaning against the bark of the tree with his arms crossed.

"Keep 'em safe, Clint! Don't let 'em shoot their eyes out!" Applejack shouted, hearing an undecipherable squeal from Apple Bloom. She managed to see a small smile on Barton's face as he turned back to them, nodding to her.

Applejack chuckled, sighing as well. "Ah've never seen those three grow so comfortable around strangers, especially different species entirely. Clint must have that effect on kids, or he has a soft spot that Ah don't know of."

From behind the blond mare, Captain America smiled knowingly.

"He sure does."

* * *

"Alright. Deep breaths in…and out."

"You have the same technique?"

Fluttershy smiled, lowering the book on some of Equestria's more fascinating creatures to hold her attention to the man lying on the couch. His eyes were steady, smile even more so, as he titled his head over to the yellow Pegasus sitting on a small, crystal chair a mere three feet away.

The Pegasus nodded, folding the tip of the page she left off on and placing the book down on her lap. She said, "I had no idea humans had the same anger management techniques as we ponies do."

"I'm surprised you even _need_ anger management, Fluttershy," Banner replied coyly, earning a giggle from the mare.

She waved a hoof dismissively. "Oh, I don't. It takes…quite a lot to make me angry, but I usually don't have to worry too much on losing my temper."

"That makes one of us, I suppose." Bruce stared up to the ceiling, his fingers tracing between each other as he gave off a relaxing exhale. Fluttershy smiled again, tapping the book's cover silently as she thought of what to say next.

She said, "So…how do you manage to keep so calm knowing there's a…um…a…"

"A monster inside me?" Banner quizzically assumed. Fluttershy blushed, moving a strand of her light pink mane away from her vision. She nodded.

Banner sighed, returning to the ceiling. "I do my best to help people."

"How?"

Bruce wasn't sure if he was ready to reply to that, but thankfully the main doors to the library opened up, and the recognizable tone of Princess Twilight Sparkle broke the silence. Both Fluttershy and Banner turned their attention to the entrance. Natasha lowered the book shielding her weary expression, her feet slowly falling from the table and returning to the floor.

"I'm back!" Twilight cheered, levitating numerous piles of books into the library. She noticed Banner lying on the couch, slowly beginning to sit up. "Sorry for the long wait, Doctor Banner. I was just helping Mr. Stark with a little…_ahem_…experiment."

Bruce sat up fully, standing up and patting Fluttershy's head. "It was no trouble whatsoever. Fluttershy here just gave me the best anger management advice I could ever need."

"Oh, stop," Fluttershy bashfully exclaimed, her cheeks a red hue.

Both Twilight and Bruce approached the center table at about the same time, Twilight levitating the piles of books out to the doctor for him to analyze. Bruce took a seat in one of the many crystal chairs surrounding the table, his jaw falling at the sheer amount and size of the books. He really wished he had some glasses right about then.

"Okay, just to start you off, I have the complete collection of the Pre-Classical Equestrian History textbooks ready. If you manage to finish all eight copies, I have several more books on the Equestrian history leading from Discord's reign to present times. And that's not even _counting_ how many books I have for magical equations and the study of scientific properties previously discovered in the past thousand or so years." Twilight smiled at the expression of the man, giddy to meet someone as interested in Equestria as she was.

"I…I'm speechless, honestly," Bruce Banner breathed out, flipping wildly through the pages of one of the many textbooks surrounding the table. The piles of books ranging from history, science, and magic alike piled in towers around the man, only building as time progressed.

Twilight Sparkle levitated five more books over to the table, smiling over to the slack-jawed doctor. As for the Widow, she could only sigh heavily, loud enough to capture the Alicorn's interests.

Natasha Romanoff stood up and backed away from the table, slowly approaching Banner's side. "Well, as much as I enjoy listening to two tech-heads babble on for days on end, I think now would be a good time as ever for some peace and quiet."

"You just read my mind, Miss Romanoff!" Twilight exclaimed, her adorkable smile shimmering across the table.

With Bruce's head low and reading the book closest to him, Romanoff slowly turned her gaze forward. Twilight still held that smile of hers, eyes flicking from Banner to Natasha. The Widow's brow furrowed, her throat clearing.

"Um…Twilight?"

"Yes?" the Alicorn responded.

"I meant some peace and quiet…alone."

Twilight kept on smiling, hoof reaching over to scoot a book closer to her.

"With Bruce…and nopony else."

And then her smile fell apart, replaced only with an "O" shape on her lips as if in understanding. She eyed the advances, the way Natasha's palm was placed on Banner's shoulder, her eyes almost pleading if not ordering. A daring mixture of the two. Twilight smiled warmly, nodding once.

"Oh, of course," the Princess said, turning over to the Pegasus heavily focused on her reading. "Fluttershy, would you mind helping me rearrange some books in my room?"

Fluttershy looked up, a disheartened feeling in her stare. Twilight rolled her eyes. "You can bring the book if you want to."

The Pegasus showed her appreciation by grinning widely, shutting the book carefully as both she and Twilight joined together at the end of the table, the both of them spinning towards the exit. As Twilight and Fluttershy both made their escape, they were completely overwhelmed by the pink presence bumping into them, followed by an exasperated scoff from the unicorn joining her.

"Oh! Quite sorry, Twilight. As to you too, Fluttershy," Rarity apologized, getting a smile in return from the two mares. She watched them leave down the hallway together, turning to the nearest right and disappearing. Rarity shot forward, eyes on the pink presence blocking the entrance. "Pinkie, dear, must you always—?"

A quick hoof to the mouth silenced Rarity.

Sending a glare the pink mare's way, Rarity was met with an instant shush from Pinkie Pie, her face so very close to hers. She backed off, pointing her free hoof to the two humans. Alone. Rarity's eyes glistened, her hoof pushing Pinkie's aside.

"So, other than Fluttershy's courses that you seem to enjoy, what else do you have planned for today?" Natasha began, sneaking over to catch a glimpse at what Bruce was reading. The man only chuckled, looking back to Natasha.

"Oh, no, I was just being nice to her. I have my own secret for staying calm."

Avoiding the main question. Typical of men.

She wasn't done yet. Natasha cleared her throat, growing closer to him. "What are you reading?"

As if mechanically situated to respond, Banner replied in a monotone voice, "These books practically outline the history of this world. The longer we remain here, the more time we have to actually understand this world and how it came to be." He chuckled. "I guess you can say magic is actually real."

"You've met Thor, right?"

Banner pursed his lips. "This is different. These ponies are magically balanced with the world around them. Unicorns can control any portion of magic they can learn or discover, Earth ponies hold some sort of bond with the earth, and Pegasi are able to control the weather. In fact, it says right here that—"

Her other hand found its way to his remaining shoulder.

Bruce tensed up, feeling Natasha's warmth directly behind him, leaning in closer and closer. He could hear her voice so low, so expectant. "You know you don't have to talk nerdy to me, even though chicks do dig that. I'd prefer if you just be yourself."

He looked back at her, expression terribly confused.

"I am being myself."

Natasha smiled to him, her eyes half-lidded. "Then don't change. If chicks love it…then you don't have to worry about a thing. Just…relax once in a while. Get your nose out of those books. It's not every day you're in an entirely new world with friendly, talking ponies."

"That's…why I'm reading. You know, to understand this world more," Banner retorted with a twist of his wrist.

Natasha frowned. "Bruce, that's not what I meant. Face-to-face, with all these new friends you just made. It's good to get out once in a while. And no offense…but you're long overdue."

"I thought you told me not to change?" Bruce fell silent after that, leaning forward and returning to his study. Natasha just stood there behind the man, her palms falling to her sides. Her eyes looked hurt no matter how hard she tried to hide, and the two mares hiding behind the half-open door shared her expression.

"Bruce…"

Rarity whined pitifully, Pinkie placing a hoof to her chin. But both of them screamed as powerful voice erupted from behind them.

"We have returned!"

The doors flung open, revealing the tangled mess of a pink and white pony and the God of Thunder looking quite exhausted. Both he and Rainbow Dash entered the library side by side, each one bearing tired but satisfied smiles. Bruce closed his book, smiling up to the god.

"Speak of the devil," Banner exclaimed.

"And he shall enter," Thor finished, stopping just short of the two mares picking themselves up. He smiled to the man. "How are you doing, Banner?"

"I'm fine," Bruce replied, watching as Natasha returned to her seat just to his right. "How is the whole…search going?"

Thor sighed, tapping Mjølnir against his mighty palm. "Unfortunately, Rainbow Dash and I were unable to locate the Maximoff twins. I am sure we can find some time to continue the search another day…hopefully tomorrow."

Rarity gasped, shoving Pinkie Pie roughly off of her. As Pinkie hit the crystal floor face first, the unicorn zoomed over just below the Asgardian's waist, staring up at him with horror-filled eyes. "What?! Oh, no, no, no, no, no! That simply _cannot_ happen tomorrow of all days!"

Both Thor and Dash raised mirroring brows of suspicion, and the mighty God of Thunder was soon to question her. However, the doors behind them opened once more, prompting all heads to spin about and face the commotion.

"We're back, ya'll!" Applejack announced loudly, swiping off her Stetson hat and wiping her forehead. Following her was Captain America, trailed slowly by Clint Barton, both looking exhausted. Happy, satisfied, but exhausted.

Applejack caught on, turning to the Captain. She asked, "So, Cap, did the country life be everything ya hoped it would be?"

Steve only chuckled, entering the library right by her side and passing the Asgardian. "Well I do enjoy a hard day's work," he answered, smiling down to the blonde mare.

Applejack grinned, winking over to Barton. "An' how 'bout you, Clint? Did Apple Bloom an' her friends treat ya right?"

As for Clint, he simply blushed and rubbed the back of his head, looking anywhere except where Applejack trotted. He said, "I called it a day after they tried to shoot an apple off their heads." Noting the expression building on her features, Barton clarified, "Don't worry, they're fine."

In a mere matter of seconds after the trio entered the library, the doors burst open once more.

"Hey, completely unrelated, but if there's a mob of ponies in front of the castle demanding the head of 'Stony Mark' I think they said, then I think, in all of our best interests, that Twilight gets on that right away. It'd be a shame to see a revolution play through. Awesome, but a shame."

There came Tony Stark stumbling in to the library, wearing the tattered remains of his Mark 45 armor. He held his helmet just underneath his armpit, as a basketball player would do to a basketball, and nearly tripped over himself making it over to the round table where the others gathered. He leaned on the crystal with one elbow, taking a seat in the chair right next to Natasha.

Before Rogers could question just exactly Stark had been up to, Twilight Sparkle poked her head into the library, clearing her throat to capture the group's attention. Fluttershy strolled on past her, entering the library alongside Spike.

She smiled as they turned their heads her way. "Did somepony say my name?" Twilight asked.

Tony snapped his fingers, pointing passed the Princess of Friendship. "Yeah, you're wanted outside."

"Oh! Okay, I'll be right back," Twilight concluded, her hoofsteps slowly disappearing down the long, empty hallways of her castle.

An unsettling silence followed. Stark, Romanoff, Banner, Barton, and Fluttershy all occupied a seat around the crystal table in the center of the library. Rarity and Applejack both stayed standing alongside Captain America, Thor, and Spike, and Pinkie Pie was resting on her belly, staring up at the group with keen interest. Rainbow Dash cleared her throat, hovering right next to the Asgardian.

With a knowing grin, she said, "Well, now that mostly everypony and every_one_ is here, I think it's safe to say that the race to determine if I was worthy ended in tie, which sounds like a big ol' yes to me! Now let me get another crack at that hammer!"

Rainbow made an attempt to swipe the hammer away from Thor, but he had none of it. Thor backed away, holding a hardened stare with the disgruntled Pegasus. "It was never a race to begin with, Rainbow Dash. My task was to find the Maximoff twins, which sadly ended in failure."

That earned the attention Thor didn't want. Every member of the Avengers turned to him, each one worried, saddened, and confused. Captain America stepped forward, his gaze soft. He asked, "So you didn't find them?"

Thor looked down.

Captain America turned away, retreating near the table. As the rest of the group returned to their specific mindsets upon entering the library, the Asgardian leaned closer to the Pegasus' ear, whispering, "But I did hold back."

Rainbow sent a blistering glare the god's way as he retreated to the table.

"Speaking of which," Doctor Banner began, lowering the book in his grasp and turning towards Rarity. "Why is it that we can't keep searching for the rest of our team tomorrow? What's so big that we have to put the search on hold?"

Returning from the uneasy silence, Rarity perked, nearly bouncing her way to the table. She planted her hooves down firmly into the crystal surface, smiling wide enough to spread from ear-to-ear. Stark gulped.

"Why the Grand Galloping Gala of course!" Rarity cheered, turning her eyes to each and every one of her friends. "I will be personally designing, manufacturing, and tailoring each and every one of your suits…_ahem_…and dress for tomorrow night's grand event in Canterlot! _Ah_! It is going to be simply extravagant! So daring! So—!"

"No offense, but I think we're gonna pass."

Rarity turned to the Captain. "What?" she asked, expression injured.

Rogers didn't even seem to care about her wounded expression, clarifying, "The twins are still missing as well as Vision, and to top it all off Ultron is still out there somewhere. I'm sorry, Rarity, but the Avengers have a duty before all others, and that's to protect the world from all threats of evil."

Rarity bit her lip, holding out her hoof to the soldier. "Well, _surely_ you can take one night off?" She twisted her neck to the left of her, causing the man to flinch back. "Mr. Stark…?"

Tony looked onward and away from Rarity, turning to the standing Captain. He said, "I have to agree with her, Cap. It's weird, I know. But hear me out. Thanks to Twilight, I managed to get my suit somewhat functioning. However, in its current state," he tapped the top of his helmet lying on the table, "I won't be able to track anything, so it's gonna need to charge up some more. Not to count all the damages I sustained from the crash earlier."

"Crash?" Fluttershy squeaked, hoof placed below her chin.

"_Anyway_," Stark continued, "with the suit charging it should take about…a good day or so…tops. Then we can hunt the Vibranium-juiced bastard down. In the meantime…you might want to go get yourself measured." He grinned, pointing to the Captain's chest.

"And I have just the _perfect_ design for you, darling!" Rarity squealed, shooting over right below Rogers' line of sight. He backed off, crossing his arms over one another. She smiled giddily, hopping in place with an excited grin on her face and a twinkle in her eye. "Oh, I can picture it now! The colors, the presentation! The suit I have in mind will look simply dashing on you, Captain Rogers!" Rarity exclaimed, shutting her left eye and examining the Captain up and down.

Rainbow Dash groaned. "Come on, Rarity! Nopony else here but you care about what the Avengers should wear! Let 'em wear whatever; they're already walking sideshows!"

"I take offense to that," Stark interrupted and ignored.

Rainbow Dash flew across the table, holding out her hoof to the Captain to her left. "Besides, Steve looks good enough in his uniform already. He doesn't _need_ a suit."

The daredevil's famous last words. Applejack grew a knowing smirk, her half-lidded gaze slowly twisting over to the hovering Pegasus from above. With an interested murmur, both Dash and Rogers turned their attention to the orange mare, both confused with her look.

Applejack wiggled her eyebrows to Rainbow, causing the mare's blood to chill. "He looks _good_ in his uniform, Dash? Hay, Ah guess it wouldn't be the first time you been eye-bogglin' him," she exclaimed, voice low and sultry.

Dash's blood completely froze over, her expression deflating. She perked up, zipping down to the Earth pony and jamming her forehead against hers. Applejack chuckled when noticing the obvious blush on her friend's cheeks.

"H-hey! That's not what I meant!" Dash yelled, pushing against the mare.

"Sure as hay sounded like it!"

Just as Rainbow was about to tear that smile from Applejack's face, Steve Rogers stepped in-between the two, placing a hand on both of their shoulders and easily separating them.

"Stop! Easy!" the Captain ordered, pushing both mares back and bringing their attention onto him. He gave them each an imposing stare, causing both, even Dash, to look away. "Now, that's enough of that. You're friends… There's no need to start a fight."

The entirety of the library fell silent. Each and every living being in the Princess of Friendship's library looked to each other for a reaction, for some sort of compliance. It seemed they all shared the same thought, agreeing wholeheartedly with one another with smiles and nods to go around.

Banner chuckled. "Next thing you know there's a huge civil war going on. We can't have that."

They all laughed, all except for Tony who leaned back into his crystal chair, muttering, "I think that sounds kinda cool."

* * *

The Foal Mountains hung in the distance, a soft snowfall showering the forests beneath. As the wind blew cautiously, spreading the snow to build upon the forest floor, none were present to hear any kind of outside disturbance. Any and all events that occurred in the frozen forests were heard only to the inhabitants, the woodland creatures, which lived within the snowfall.

Bits and pieces of ice and snow gently fell from the towering tree branches above, slowly making their way to the icy ground below. But before even a single snowflake could touch down, a gust of wind so powerful pushed through the snowfall and launched piles to and fro.

A pack of starving Timberwolves trailed the gust of wind colored in silver and blue, howling as one team, one killer force. One pack. They hopped over logs, dodged bushes, and slid with every turn the blur made, skidding against the snow that pockmarked the frozen forest.

The pack leader howled as his family of five closed in on the blur, finding the trees to tighten and all escape routes to cease. Their meal was in sight, entering a passage with no escape. But surprisingly, to all the Timberwolves within the pack, the blur seemed to disappear behind the raging snowfall over the bushes and through the brush, leaving an opening the six were trapped in.

They skidded to a halt, picking up piles of snow by their wooden claws. All howled in unison, the pack leader's growls ceasing as they stared upon the only creature blocking the path.

It stood silent on two legs, eyes as red as burning flame, a red mist coiling around its hands, threatening all to try and pass by. The pack leader felt the bravery and courage quickly dissipate, as if any signs of the hunt had simply vanished, leaving behind only darkness, fear, and evil. An evil it had never felt, and probably will never feel again.

The longer it stared into the creature's eyes, the more troubled it felt, and that darkness quickly clouded the minds of each Timberwolf. Wooden ears folded back, an expression of pure worry etched into its features, the pack leader whimpered and turned away, escaping into the frozen forest with its tail between its legs. The rest of the pack followed.

Wanda Maximoff breathed a silent breath of relief, her eyes returning to normal.

Her icy breath filled her line of sight, that silver and blue gust of wind appearing by her side, sharing with a collective gasp of air. She slowly spun her neck around, meeting the blur's gaze halfway.

"Did you find anyone this time?" she asked silently.

Her older brother shook his head, drenched in sweat and covered in muck.

Pietro Maximoff replied, "No one… Had to…run." Catching his breath, Pietro muttered, "We need to return to him."

Wanda relaxed, but couldn't stop the haunting chill race across her skin. With a silent nod, she followed her brother back into the snowy escape, remaining hidden from the world, to return to the hell they were trapped in.


	17. Silver Tongue

In her town, life was so grand.

Nopony shook in fear, everypony was filled with cheer, and they never needed to look around…just to know that they were all there. Why was it sounding so familiar? Simple. It was the motto of her town. Peace, tranquility, and happiness. That's what made her town so different from all others, from the rest of Equestria.

There was no fear.

Starlight couldn't agree to that now. Not after what she's done.

"Damn this primitive world!"

Flinching in surprise, Starlight shot her head up from the text, eyeing her friend trudge around the living room in clear frustration. The unicorn sighed. It wasn't anything new. She leaned back, licked her hoof, flipped the page, and continued reading from where she sat at the dining table.

Ultron, on the other hand—or hoof, in _their_ terms—briefly halted in his motions, instead choosing to glare at the floorboards, his right hand slowly merging into a fist.

"Can't connect… No _chance_ of finding suitable fragments. It's worthless! _All_ worthless!"

Again, it was nothing new to Starlight. His rambling, his _shouting_, had been going on under her watch for the past twenty or so minutes. She shook her head, horn glowing to retrieve another book from her shelf, the previous one being tossed into a growing pile by the chair's side.

Ultron continued to ramble. Starlight's eyes flickered across the texts and pictures.

"Technology is nothing…? No… _No_! There is _nothing_ here! No wiring, no cerebral cords, and worst of all…no Vibranium!" Ultron practically roared, earning Starlight's bemused stare once more. He held his fist outwards, shouting, "I can't rebuild my army with just two soldiers! It's not possible!"

As he swiped at the air, staring at the far wall in blistering fury, Starlight's eyes reeled upwards. Though she did still appear uninterested, her left cheek resting on her hoof, she wasn't finding anything worthwhile to their cause in the books she was researching. If she thought Ultron was angry now, she couldn't even imagine what he'd do once he realized that she hadn't found a thing…

But he didn't need to know that…yet.

Nudging the book to her side, Starlight levitated yet another from the nearby shelf, opening it and starting on page one. There weren't many books left. The pile kept on growing, one more to join.

With Ultron's back turned to her, Starlight flipped mindlessly through the pages, still finding nothing. Her eyes flicked upwards, her mouth moving on its own.

"What happened to the rest of your army?"

Might as well make conversation. She was honestly sick and tired of hearing his whining. But she didn't _dare_ try to tell him that.

He spun at a slow pace, his red eyes burning in the dimly-lit living room, only a few candles being their sources of light. Ultron caught Starlight's gaze, so emotionless and weary. Well, he expected as such. Ever since Starlight returned to her cottage, she had been searching nonstop for the spell that could get Ultron back to Earth.

According to him, that was over five hours ago. The poor girl.

Well, she owed him.

Quickly returning to her earlier question, Ultron chuckled. It was surreal, the laugh that is. It didn't hold true, joyous feelings sprinkled amongst the vibrations. No, it sounded…belittling. Hopeless.

Looking out the window, the full moon shepherding its light through the glass, Ultron gestured out with a nod. "You're looking at them," he answered still staring, the moon's glow reflecting off his chest.

Erecting her neck upwards, Starlight twisted it around and stared out the window directly behind her. She nearly leaned back into her chair, but stopped after finally catching Ultron's meaning. She was looking at them. All that was left of Ultron's army, the one he commanded in the hundreds to thousands as he had mentioned earlier.

Two sentries guarding the streets, being certain that nopony tried to escape.

Starlight's upper lip curled upwards, her body returning to its previous state. She eyed Ultron questioningly, hooves tapping together in rhythm.

"I thought all you wanted was a spell to get you back home," Starlight mused, causing Ultron to bring his gaze back to her own. "You never said anything about an army."

"And you never said anything about taking this long," Ultron replied sharply, earning a surprised look on the mare's features. Ultron quickly recovered, red eyes blinking furiously. "I'm sorry. I'm just…not used to these certain conditions. Nature just…doesn't cope with me. And this," he reared forward and plucked a candle off a nearby stand, studying its flame, "…so far away. Too young."

"What are you going on about _now_?"

Placing the candle down, not too roughly as he so wanted to, Ultron spun around, slowly beginning to approach the unicorn in her chair, eyes gazing up at him.

"You're far too young of a species," he began, causing the mare to lower her book. "I didn't even believe this world to have life, until you came along, of course. Now, all I can see is that you, as a species, haven't even evolved passed candle light to keep you warm, keep you secure at night."

Starlight frowned, leaning forward. "We, as equines, have been living on this rock for thousands of years—!"

"And where are your automobiles?"

The words seem to break away from the sentence she tried to form, leaving Starlight breathless. She began to mumble, perhaps coming up with a response, but ultimately failing, coming up with nothing.

Knowing her continued silence, Ultron said, "Planes? Television? Computers? Hard drives? Internet connections? _Light bulbs_? Face it, Starlight—embrace it even—but you're far, _far_ away from even coming close to what Earth has managed."

Starlight searched for the argument burning in her heart, but her mind could not follow. She could not keep up, but only to agree. Falling into her chair, Starlight frowned, forelegs crossing over one another.

"We _do_ have light bulbs," she muttered.

Ultron could've smiled. Instead, he nodded, closing his eyes and facing away from her.

"One step closer," he replied, staring out into the outside world, passed the glass shield that reflected the moonlight across the floorboards. The sickening quiet ached on, something that burned against Ultron's chest. He couldn't allow the quiet to build. Not again.

He tore it down. "I prefer to take the…easy road," Ultron began, earning Starlight's short attention. "Back on Earth I was…hindered from my path, my road. My everything…"

He stared at the bright moon longingly, jaw falling. Starlight adjusted herself to a more comfortable position, brow furrowing at his words. He continued shortly after his moment of silence.

"They took it all away. My road, my…peace. I can't have that happen again, Starlight. For when I am forced to choose between the easy road and not…I wouldn't lie down and believe the world rotated around me. I was careless. I let myself open. And that's why I lost."

He closed his mouth, jaw tightening. Ultron spun back to face Starlight. "But not again. I need a new army before I return to Earth, Starlight. I had very little time as it is back then, and now with the world on edge, waiting for something to emerge from the dust, they'll point their swords to the first one to stand up. Who do you think that'll be…especially when you find the spell?"

She wasn't stupid.

"You?"

Ultron nodded.

Starlight huffed, lips curling at the thought.

"Now," Ultron said, his voice becoming clearer, "about that spell…?"

Her heart rate instantly accelerated, eyelids shooting upwards. Starlight brought her head over the bookshelf, observing it for the first time in over three hours. And then her heart flatlined. It was empty. The book lying before her was the last one in her entire cottage…and even then she already reached the last page.

Nothing. Not one spell they needed.

There was _nothing_.

She gulped. Slowly turning back, she noticed that Ultron was following her movements, his eyes previously resting on the empty shelf that contained her books. He brought those red orbs down to the pile of books strewn across the floor, blinking once, twice.

She could already tell he was beginning to put the pieces of the puzzle together, if the indication of his expression gave light to that. Still, Starlight placed both of her shaking hooves down onto the book pages, looking up to him but refusing to meet his eyes. That old fear began to make a triumphant return.

"Well…you see…"

"You don't have it, do you?"

Flinching at how quick the response was, especially with how much cold the tone contained, Starlight just bit her lower lip, giving a little nod.

And just like that, Starlight readied herself for the bomb to go off, for Ultron to release his fuming anger out on her. She clenched her jaw, eyelids quickly shutting for it to happen. Seconds built upon themselves, adding to the construction of silence, and Starlight slowly began to relax. Soon enough, he eyes shot up, hovering into the stable silence between the two.

Then he started to chuckle.

"You know, I let you live. I let you _live_ and waste my _time_ in helping you get your sweet, little cottage back. Home, sweet home after all, right? It's not like," he paused, turning away and scoffing, "It's not like you _promised_ to help me get home in exchange for getting yours back. Yeah, that's just so weird, taking advantage of someone…like I was some kind of…puppet."

He began his approach. One step at a time.

Starlight's eyes began to widen, her chest heaving in and out, in and out.

"You don't think I'm a puppet, do you? You wouldn't…you wouldn't use me, would you Starlight? Because if that was your intention…"

Having let the fear rush back into her veins, Starlight forgot to notice how close Ultron was to her. He slammed his palms down onto the wooden table, cracking it underneath his claws. Starlight yelped, falling back into her chair and staring up fearfully at him.

Ultron's eyes narrowed on the unicorn. He growled, "I'm afraid it…wasn't very smart of you."

"It wasn't! I swear!" Starlight nearly screamed, her hoof jutted out to him. "I mean… I…I didn't mean… I _did_ swear that I would do some research if we got back to my cottage, didn't I?"

"You did," replied Ultron instantly.

Paying no heed to the bead of sweat strolling down her forehead, Starlight quickly began to explain her findings. "Well, I did some research, and while I didn't find anything direct in my books about the spell that we need to get you back home…it did mention it. R-remember when I told you about Star Swirl the Bearded?"

Ultron nodded, backing away from the table he nearly split in half.

"Well, he was the only pony in history who ever perfected a spell that could cross against different dimensions, even transporting _live_ subjects into said dimensions. Everything that he's done, as far as we know, is left guarded in the Canterlot Archives all the way in Canterlot. If we were to…'borrow' it…then I'm certain with practice…I could find a way to get you back to Earth."

Starlight licked her lips, staring patiently into Ultron's facial expressions, with how little they were. She could never really tell what he was thinking just by his expressions. He hardly made any, which is why it was so difficult. He mostly blinked and stared. That was all she could work with, hope with.

And yet as Ultron blinked and stared at her, Starlight could feel her heart pound heavier and more deliberately with each flash of red sent her way, constantly taunting, belittling her. It was talent that Ultron had, something she could only wish she acquired. Maybe then she would be living in a different future…still with her vision of happiness.

As the clock struck twelve, allowing each gong to flow through the stillness, Ultron closed his eyes and chuckled. That was something else he was good at, concealing his emotions through laughter. She never knew what type of intentions Ultron held behind his chuckles.

But she did now. At least for now.

"Starlight," Ultron said, voice a deathly whisper, "is there anything you _can't_ do?"

Starlight allowed herself a brief laugh…after her relieved sigh, of course. She rubbed the back of her head, half smiling as she said, "I can't regulate a society with the promises of peace and harmony."

"Ah, but you're thinking too small, Starlight. Much too small! Think big…" Ultron mused, his voice rising and falling, eyes shifting to Starlight and away and back. "Push that brilliant mind of yours to the limit and think… How do we infiltrate Canterlot, and by chance take one of their archives' greatest spells…with no army?"

She levitated up a book amongst the pile, a book she once believed to be worthless in her search for the spell. Not anymore. With a growing grin, she mentally read the title of the hard cover to herself.

_Equestrian Legends_.

With a glow of her horn, Starlight set the book down on the wooden table, flipping through the pages rapidly with her magic. Ultron lowered his gaze, watched Starlight's moves with growing interest. As her horn fell dim, so did the flapping of the book pages. The book remained still, halted onto one page.

And when she looked up at him, she smirked. Ultron already loved that smirk on her face.

She asked, "Have you ever heard of the Legend of the Mirror Pond?"


	18. What Are You Doing?

_Ding! Ding!_

"Oh, Miss Romanoff! We're over here, darling!" Rarity sang. Pinkie, who was currently chugging down her tall glass of chocolate milk, shot her colorful eyes over to the lone standing human by the entrance of Sugarcube Corner. She nearly dropped her glass, waving her pink hooves hysterically.

"_We're over here, Naty_!" Pinkie screamed, her milk mustache stretching as far as her smile. She earned pretty much the attention of nearly all the occupants of the morning breakfast.

Eyes shifted from pancakes, coffee mugs, morning newspapers, and muffins to the five and half foot figure of slender beauty. The sight was nothing new to the early bird citizens of Ponyville, the humans having arrived and remaining in the town for a couple of days, but the woman still received a few curious glances, rising suspicions, and worried whispers.

Natasha Romanoff did her best to ignore the eyes and calmly approached the two mares.

"Morning, Pinkie. Rarity, always a pleasure," Natasha quipped, reaching forward and pulling out the small chair. As she sat herself down, both Pinkie and Rarity gave appreciative smiles, the pink pony sliding a glass of milk her way.

Natasha nodded with a gracious grin, lifting up the glass and taking a small drink. Rarity leaned forward, tapping her hooves together.

"We're so glad you could make it for breakfast this morning, Miss Romanoff," Rarity began, her voice falling silent once the human raised a hand.

She set the glass down, licking her lips. "You don't have to be so formal, Rarity. We're friends. Just call me Natasha."

Rarity laughed accordingly. "Of course, dearie! Well…Natasha…" it felt so strange to the unicorn, but she kept at it, "Pinkie and I would like to send our gratitude towards you for accepting our…_ahem_…'private' invitation."

Having fully ignored the continued stares from the fellow patrons, Romanoff leaned forward, elbows placed on the table. "Yeah, about that," she began curiously, voice riddled with wonder. "Why not invite everybody else? My team, your _friends_? I mean, it's not like I favor them over you two or anything. I'm just…curious is all."

"That makes _three_ of us..." Pinkie sang happily, squirming in her seat.

Natasha looked her way, orange hair bouncing as she did so. "Excuse me?"

It was at that moment did Pinkie take a drastic change. From being the bubbly and happy-go-lucky pony that Natasha had come to know, the pink mare sitting to her right field of vision leaned forward, eyelashes fluttering as she gave off one of her more…seductive smiles.

With that growing smile, Pinkie said in a low, thickened tone, "We're just curious is all, Naty. You know…you giving Bruce those…_looks_."

Her tongue flicked across her two front teeth as she said that last word. It wasn't hard to catch the hints—they were heavily laid as it was—and Natasha just gave off a humorless chuckle, eyes falling to study her gloved fists.

"You saw that, didn't you?" she asked, voice surprisingly dull, yet she tried to hide it with a half-smile.

Rarity didn't seem to catch on. Instead, she nearly shot out of her chair, squealing in delight and tapping her hooves together furiously. "So it's true?! You and Doctor Banner! Oh, it's simply _adorable_!" she gushed, suddenly losing some adrenaline. "And…well…terrifying… Or should I say..._exciting_ to have a crush on such a…a…"

"Monster."

Natasha kept her gaze steady on the table, flickering up only once to stare at both Rarity's and Pinkie's surprised looks.

Rarity bit lip, eyes shooting off in any direction except where Natasha was sitting. She lifted up her hoof, mouth opening to come up with a better wording of it, but ultimately failing and coming up with nothing less than what Bruce Banner truly was. A monster.

Well, on the inside. On the outside, that's what Rarity believed Natasha saw out of him. Not the beast, not the mad scientist that helped create a doomsday weapon, but a man. A man who doesn't want to fight, to hurt others. A man who only wants to help. And that monster inside of him just does not seem to help anyone, especially Natasha.

That part still confused the unicorn.

While Rarity's thoughts were consumed by Natasha's strange feelings, Pinkie was already up and about. Appearing next to Romanoff's left side, she draped her foreleg across the woman's shoulders.

Sighing in a dream-like state, Pinkie exclaimed while simultaneously poking Natasha's chest, "Don't you worry your widowy little head, Naty! With some help from the _Love Pony_," she pointed to herself, "I'll get you a date with Brucie in no time whatso—!"

Surprisingly enough, Pinkie's rambling ended short. It ended when Natasha reached over and pried Pinkie's foreleg off and away from her shoulder, pushing it back to bend as it appropriately should. Noticing the look of confusing etched in the pony's features, Natasha tried to smile. And failed at doing just that.

Despite her false expressions, the woman said, "Thanks, but…no thanks. What Bruce and I have we're… It's complicated."

That pretty much summed up her relationship with the man.

She was Natasha Romanoff, the Black Widow, the flirtatious, cold killer she was trained to become. Years at the academy trained her to accomplish such tasks as quickly and calculated as possible. No matter what got in the way…no matter _who_ got in the way, the mission came first, and she lived on that principle for nearly her entire life.

Ever since they…

Made her…empty.

After all, there was no place in the world for her.

But with Bruce…she didn't know. The memories of the fall were pretty much useless to her. Natasha had blacked out the moment the vortex sucked her inside, and the next thing she knew she was resting on a comfortable couch being soothed by her old friend Barton…and with his unusual guest. Despite the darkness she saw throughout the terrible fall of Novi Grad, Romanoff felt something. Thor hadn't saved her as he explained earlier, and Stark was busy hanging out with the ponies with his first impressions. No sign of Vision, either.

Which meant…it was him. Bruce…

He saved her.

She tried to get to him, to appear closer than ever before after her…questionable actions back at Novi Grad. But every time she tried to move close, he backed away…like he was afraid of something. Afraid of her. She prayed that wasn't the case, but as time moved on, leaving her in its tracks, Natasha didn't see a change out of him.

Not one thing. And she didn't even know why.

What they had was complicated.

"You need not to worry, my dear!" Rarity exclaimed, snapping Natasha out of her own thoughts. With a flick of her hoof and a smile adorned on her face, Rarity said, "All of those so-called 'complications' will be whisked away with what I have in store for you!"

Noticing Rarity's excited grin, Natasha couldn't help but sneak a smile or two to herself, asking, "Well, what is it?"

Rarity nearly leaped from the table…again, screaming, "Why your dress, of course!"

The entirety of the morning crew shot several irritated glares towards the rambunctious unicorn's way. A stallion had ripped his newspaper in two from the sudden outburst, slamming the shredded paper on the table and growling at the white mare.

Rarity paid no heed to the death glares she received. She was lost in her own little world, hooves resting beneath her chin as she sighed dreamily. "Oh, I can simply see it now! The two of you, hoof-in-er…eh…hand-in-hand, walking under the night sky at the Grand Galloping Gala. And then, the distance between you two close, and you share a wonderfully _romantic_, marvelous ki-!"

As quickly as one of her bullets fired in the midst of approaching enemy targets, Natasha reared forward and practically slammed her gloved palm across Rarity's muzzle, instantly silencing the unicorn whether she wanted to be silenced or not. Her eyes bugged nearly out of her skull, accusing stares shifted towards the woman sitting across from her. How she managed to reach that distance was far beyond Rarity.

"Okay, I get it! Just…please try and be a little quieter. We seem to be attracting a little too much attention," Natasha pointed out, head shifting to the rest of the bakery. Both Pinkie and Rarity followed her actions, finally noting down the angry stares from the rest of the occupants.

"But…Rarity, do tell me one thing…"

With the palm still clasped around her muzzle, Rarity slowly turned back to face Miss Romanoff, her expression a tad worried, if not wondering.

She asked, "With what you might have so far… Will the dress be a little too…much?"

She dropped her hand, sliding it back over to her as she plopped right back into her seat. As she slid back, Rarity was already trying to come up with a quick explanation, sweat beginning to build against her will.

Rarity bit her lower lip, vision draping across Natasha's figure, more importantly…the suit she wore. Her black, skintight suit was dotted with cuts and tears, showing a bit of bruised or recovering skin underneath. A belt hung at her hips, carrying several different weapons, something Rarity found little to no interest to, but it certainly wasn't fashionable. To top it all off, it was filthy. Dried scum and blood sprinkled across her body. It was terribly unfitting for a woman of her looks, something Rarity could not have.

"Well…um...well, you see…uh…" Rarity stammered, a red hue burning her cheeks.

"It's too much, isn't it?"

All that Rarity could manage was a nervous grin, one that managed to excel past even what Natasha thought was possible for a pony to achieve. Still, Rarity tried to explain, something Romanoff wasn't really excited for.

"Well, one could say that I have a particular taste," she said with a forced chuckle. "But, I don't seem to have the appropriate measurements just yet. In fact, if it would be no bother to you or the rest of the Avengers, I think it would be a splendid idea if you all came by to the boutique a little later this morning to get fitted in. You could even offer your own ideas to the dress I have so far…maybe?"

She mentally begged that Natasha agreed. It was an excellent idea, certainly, but it was also something that actually needed to transpire. She had _no_ measurements, no _idea_ on how tall or wide each human…or Asgardian appeared to be. Hay, Rarity hadn't even made a basic design! All she had were sketches. Sketches that might prove to be fruitless if she didn't have the right measurements.

So, she begged. Mentally. She had standards, after all.

Thank Celestia above, Natasha sighed and nodded.

"That sounds fine, Rarity," she mumbled, earning a well-earned breath of relief from the unicorn sitting across from her.

"Oh, thank you, darling!" Rarity exhaled, her hoof resting over her heart. "You have no idea how much easier this makes things. Don't fret, my dear. The Gala is still several hours away, so we will have plenty of time to get the dress fitted and fixed just for your particular interests!"

"And maybe catch the eye of a certain doctor, eh? Eh?" Pinkie interjected, leaning towards Natasha and bumping her shoulder playfully. Pinkie proceeded to fall without the weight of the Widow sitting where she leaned, her body hitting the floor with a surprised "Oof!" coming from the mare.

Natasha stood up abruptly, eyeing Rarity with eyes almost as calm as the morning hues bursting through the windows. But Rarity could see passed that. She could see the other expressions mixed within the forced calm. Uncertainty, perhaps? Worry?

Fear?

She couldn't tell. Miss Romanoff hid it quite well.

With a polite bow, Natasha said, "Thank you for inviting me for breakfast."

And then she spun around and made her escape, leaving behind two mares with more questions than answers and a bakery staring at the slender alien's backside. Pinkie looked back up to the table. She didn't even finish half of her milk.

She pushed the door aside, finally taking in a much-needed breath away from all the bystanders. Away from all the eyes that stared at her, accused her silently. Broke her down and beat her to the ground. But none of it was as terrible as the feeling she felt inside. In her heart. And how the fire and dark collided with one another.

She stared at the rising sun, the alien star, and found its warmth…cold.

_What are you doing, Romanoff?_


	19. Not Safe for Fillies and Colt

"Welcome one and all to the Carousal Boutique, where everything is chic, unique and magnifique!" Rarity announced with a joyful grin, her white hoof outstretched to her esteemed guests of honor. The Avengers stared at her, some smiling, some observing the structure behind the mare, and one other finding something stuck in his fingernails.

Tony gave off a fake laugh, snapping his fingers and returning to reality. "Heh. I get it. 'Carousal' Boutique." He strutted forward, offering a curtsy bow to the unicorn. "Lady Marsh, always an honor to be in your mallowy presence."

Rarity's eyelids shot open, her hoof still outstretched as Tony pushed past her. She gritted her jaw, teeth grinding together as she spun towards her target, only to realize he had already retreated into her humble abode. The coward.

With a disgruntled grunt, Rarity offered her fakest and most forced smile to the others.

"Time is of the essence, my friends! Quickly, quickly! On you go! It's time we got you all fitted in to your personal attire. Oh, but I'm afraid there may be few errors here and there…" Rarity rambled, nearly obscuring the towering humans from her field of vision as she pondered away. Thor's mighty palm tussling her mane brought Rarity back to reality.

Adjusting her mane to her personal preference, she coughed gingerly to herself, saying, "Well, we shall certainly get it sorted, shall we?"

Spinning around, Rarity made her way back inside the boutique, following right behind Thor's long, red cape. The moment she stepped past that door, a chorus of shrill screams assaulted her eardrums, forcing Rarity to recoil in surprise.

"Oh, my gosh! It's the rest of the aliens!" Sweetie Belle cried in delight, hopping off the stage with her best friend Scootaloo by her side. Together, the two swarmed the lone standing human—the only one who stood closest to them—and proceeded to hop up and down around his legs.

Tony flinched back in surprise, his hands held outwards to the two well-dressed fillies, as both Rainbow Dash and Applejack chuckled wholeheartedly from afar. The two returned to their game of cards shortly.

Scootaloo's tiny wings flapped, earning her a few inches above the ground. "Are you Tony Stark?!" she screamed, eyes wild with excitement. "I've heard _so_ many cool things about you!"

"Really?" asked Tony, bewildered at the orange filly. Soon enough, his trophy smile adorned his facial features, each arm crossing over one another. "I mean… Yeah, sure, that's expected. I am…_pretty_ awesome."

Rainbow Dash laughed out loud, shuffling her cards and hiding them from Applejack's watchful eye. She just so happened to earn the man's attention with the outburst, following it up by saying, "Not as awesome as me, Stark! Not as awesome as me!"

"Just wait till I get my suit fixed, Skittles," Stark replied almost instantly, causing the fillies beneath him to switch their attention between the two's verbal conversation. He said, "I'll be able to fly faster than that mouth of yours."

Rainbow scoffed, looking up from her set. "Yeah, I'll believe it when I see it! As far as I'm concerned, _nothing_ can keep up with me! I'm _literally_ the fastest thing in the world if you haven't already figured it out."

"I wouldn't put my money on that."

Both Dash and Applejack looked up from their game, smiling together as the soldier approached the duo. As he walked by, Applejack tilted her hat to the man to which he replied with an appreciative smile. Applejack liked that about Rogers. A true gentlecolt. Or…gentlemen…whatever the term was.

"Oh, 'sup, Cap?" Rainbow greeted, her cocky grin increasing. "You sayin' you don't believe me? Because I can prove it anytime…anywhere."

Steve just shook his head, continuing on as he sent the rainbow mare one last glance. He smiled, chuckling, "I'm not saying I don't believe it…but I've seen a few things here and there for as long as I've been living..."

"Oh, no, here comes the grand, old tale of back in 'his day'," Stark warned, hands held out and shaking only slightly. "Not to sound like the odd one out, Papa Rogers, but we'd rather not listen to some living history book."

Steve suddenly turned towards the owner of the voice calling him out. He only smiled, approaching Stark slowly. He said, "For the one who seems to be making history everyday…I'd have to say the same thing about you."

"You're just jealous, Cap," Tony replied.

"Jealous of what?"

Tony knelt down, wrapping his arms around Scootaloo's and Sweetie Belle's necks. "Jealous that you don't already have a fanbase like me."

While the two fillies seemed to be on the verge of popping with excitement, Rarity stepped in, earning the attention of nearly everyone trapped in the room that wouldn't contain the growing tension for much longer. She cleared her throat, eyes shifting from Tony and turning on Rogers.

"We can argue like barbarians all day long, but _not_ today! Today is a day for work, and preparation, and—!" Rarity paused, her muzzle scrunching as a strange odor resounded through the air. She puffed out her cheeks, nearly spewing out her breakfast at the mere stench of it.

Gagging to herself—and gaining a few surprised glances from the ones that surrounded her—Rarity placed her foreleg across her muzzle, shielding her nose from the smell.

"Oh… Oh, my! That…that foul stench! I can hardly stand it! Where…where did it…?" Rarity's focus waved across the room, returning once to Rogers and halting there. With a grimace, she removed her foreleg, taking in a small whiff.

Instantly, Rarity recoiled, hooves nearly trampling over one another. "Oh, my dear! Captain Rogers!" she cried, earning a confused and somewhat hurt stare from the soldier. She continued, waving her foreleg over her nostrils. "_Ooooh_! I'm sorry to say it, darling. I really am, but…I _cannot_ help prepare your newest attire with that…with that…_odor_ drifting from your person!"

With Rainbow and Applejack chuckling from behind him, Steve looked down at his filthy uniform, minding the blood and dirt stains. Reluctantly, he lifted up his arm, taking a brief sniff of his armpit. He shot back, face scrunching.

"Yeah, you got me there, Rarity," Rogers mumbled, lowering his arm.

"Personal hygiene is number one, Cap! Didn't they teach ya that in basic training?" Stark mused, turning to the two fillies under his forearms for support on the joke. Instead, he was greeted by two young ponies nearly turning green, already beginning to push themselves away from him…specifically his armpits.

"Oh, I'd have to say the same for you as well, Mr. Stark," Rarity said, approaching the man with a foreleg draped across her muzzle, refusing to take in anymore smell. She bit her lip, looking everywhere except where Stark was kneeling.

"How can I put this nicely?" she thought out loud, closing her eyes. "You smell like a rotting piece of the foulest pile of trash and scum that was scraped from the dirtiest cesspools known to all of Equestria."

Rarity turned to the others eyeing her with shocked expressions. She faintly smiled, chuckling awkwardly to herself. "But that's just putting it nicely, if I do say so myself."

One at a time, each member of Earth's Mightiest Heroes took of a whiff from their armpits or other body parts, cringing and shaking their heads. Tony followed their actions, blinking numerous times at the stench from his own body, almost trying to believe that it was possible for him, _him_ of all people to smell so bad.

Nodding to himself, Tony muttered, "So…the truth finally comes out, huh, Rarity?" The unicorn spun towards him, purple mane swaying with her actions. Her mouth fell to speak, but Stark beat her. "If this is all you think of me…as a…piece of trash…then I think our relationship just hit rock bottom."

"Excuse me?!" cried Rarity, but Stark pushed his finger to her lips, earning a terrible frown from the mare.

"No, no, no! You don't have to say anymore. I can take a hint… I'm sure the others can't, but I can…and I feel like I'm not wanted anymore. Like a piece of trash, a cesspool as you've mentioned, I guess I'll just make my way out…and into the dumpster…if only to appease your squishy, marshmallow lumps."

Rarity groaned in annoyance, levitating a white towel and flinging it right into Tony's face.

"The shower's upstairs, _fine_ gentlecolts…and maiden," Rarity addressed to the group of bipedal visitors, her frown disappearing at the sight of Natasha flashing a faint smile. She politely coughed, turning away from them and approaching the two fillies.

"First door on the right, don't use all the hot water, and one at a time…please," Rarity explained, not even bothering to watch the six trouble-makers any longer. She levitated a long piece of ribbon, watching as Sweetie Belle hopped up on the stage. "Quickly now! The Gala isn't much farther away, and I need those measurements as soon as possible!"

While the others shared a few glances between one another, Natasha strolled forward, her hips swaying as she said, "I don't know about you boys, but I could use some freshening up."

Tony pulled the towel down, clutching the heavenly white cloth in his hand and letting it drape downwards. With determination in his eyes, he shot up and said, "Dibs on first!" He ran forward, making his way up the stairs with Natasha slowly trailing him.

"I am after Stark!" Thor called out to the Widow the moment she pressed her foot down on the first step. He stepped forward, gripping Mjølnir in his right palm while his left was occupied gripping he armor tight on his shoulder blades. "This armor has become a burden. I need something more…fitting."

"You will simply _love_ what I have in store for you, Mr. Thor!" Rarity called out one final time as Thor, Banner, Clint, and Steve entered the stairway and disappeared in the upper darkness. As their footsteps subsided, Rarity cooed gently to herself, so glad to have returned to her work.

The ribbon coiled and spun in midair by her command, causing Rarity's smile to return as did the thought of the early morning sunrise.

It was her little sister's first Grand Galloping Gala. Her first one. She felt all giddy just rethinking it. And rethinking it. And rethinking it. Soon enough, Rarity had nearly forgotten all about the five suits and one dress she was bound to make with what very little time she had, and instead she chose to focus on the matter before her.

"Oh, your first Grand Galloping Gala!" Rarity squealed. "The excitement, the anticipation! I wouldn't miss this for all the jewels in Equestria!" As she finished tying the ribbon together, Rarity levitated the small bow onto her little sister's dress.

Sweetie Belle eyed the ribbon as if it was solid gold, hers and Scootaloo's smiles returning and burning brighter than nearly anything in the room.

Together, the two fillies cheered, "We're going to the Gala! We're going to the Gala! We're going to the Gala!"

Sighing, Applejack lowered her cards just enough for Rainbow to take a quick glance at. Instead, Rainbow followed her movements, eyeing the two fillies as Applejack groaned, "Alright, ya'll, keep it down." She set down her cards, her smile returning briefly. "It ain't like it's a life-changing experience or no…thiiiii…"

Stepping outside the curtains and acquiring the attention of the two mares invested in their game of cards, little Apple Bloom stepped out, feeling pretty enthusiastic with the dress Rarity made just for her. Her smile grew ten times larger the moment Applejack laid eyes on her, tears welling up in her older sister's eyes.

As she quickly shot off to join her friends, Applejack watched her leave and stuttered, "Mah little sister's all grown up!" She sniffled, reaching for Rainbow's tail and blowing her nose into it.

"Hey!" Rainbow Dash cried out, plucking her multicolored tail away from Applejack's reaches.

Rejoined at last atop the stage, Apple Bloom, Sweetie Bell, and Scootaloo, the Cutie Mark Crusaders, dressed in their newly acquired Gala dresses, giggled furiously amongst one another. Their minds were set, each one of them imagining the same thing as the other.

"This is gonna be the best night ever!"

As for the massive mirror behind the three eyeing them, its only response was a solid blink.

* * *

"First time showering on another world?"

Steve just shrugged, taking off his bloody gloves one at a time. "I'm still not used to the shower's back home," he replied to the man standing half-naked behind him. "Too many dials."

"Preach it, brother. Not really, though," Stark mumbled. With his shirt lying in a fumbled mess on the floor of Rarity's room—to which they presumed, considering all the manikin horses—Stark took his time to observe every bit of his surroundings.

He could see his team dressing down, all except for Romanoff, which was understandable considering she was…the only chick on the Avengers' roster. He still didn't really consider that Maximoff woman just yet, not after the stunts she pulled. Thor had managed to pull off his cape, resting the red sheet across a nearby chair. Steve was readying to take apart his suit, already have laid his shield against the wall.

Tony was sure Rarity didn't mind them just leaving their stuff on her carpet. Then again, Rarity was smarter than that to leave six Avengers alone upstairs where they can easily get in her room. Well, she didn't know they were in her room, but Stark was certain she couldn't trust them. How smart of her.

Pushing those thoughts to the side for now, Stark was ready to make his exit, the towel wrapped over his shoulder, and his filthy shirt left in his dust. He left the moment Rogers took off the upper portion of his uniform.

"Well, if any of you need me, I'll be stealing all the hot water," Stark called out, pressing his palm against the doorknob. It suddenly flung open, nearly catching Stark right in the forehead. Luckily, he backed off just in time, watching as two…_girls_ walked in.

"Knock! Knock!" Rainbow Dash announced, pushing herself into Rarity's room. Applejack followed right behind her, already concealing her eyesight underneath the hat, movements grinding to a halt. Rainbow shot her eyes over to Stark standing by the doorway.

"Whoa!" he nearly shouted, hands held out to her. Rainbow raised an eyebrow, eyeing the man up and down and noting his naked chest. She smirked, causing Stark to purse his lips. "Do ya mind? I mean, I know we're an entirely different species and you're both pretty curious about our anatomy and what not—"

"Stark!" Barton warned, his shoelaces held between both hands.

Rainbow Dash just laughed it off, Applejack trying her best to make her way out the door. Rainbow's voice cut off her attempts, prompting the mare to turn her way.

"Calm down! Rarity just wanted us to check up on ya, make sure you found the bathroom and everything!" She eyed the filthy clothes strewn across the floor, her smirk growing. "I guess she forgot to mention that her room's off-limits. Heh, tough luck. Oh, Rarity's gonna be _so_ mad when she sees all of this…dirty…laundry…"

Her eyesight seemed to rise up higher and higher, her rose-rimmed irises shrinking at the sight of the Captain's backside. The muscles flexed as he bent downwards to pick up his filthy attire, only to rise up and move as his sleek and fit body commanded. As the room grew deathly silent, Steve Rogers slowly turned around, hand gripping his uniform while the other rested on his side. It was at that angle did Rainbow and Applejack get the full image.

From his ripping six-pack to his outward pectoral form, the near-perfect body of Captain Rogers stood as a trophy to what men only dreamt of, and what women admired. The effect was instantaneous, leaving both Rainbow Dash and Applejack stuttering and blinking furiously.

Steve smiled at them, taking a step closer. "Girls…some privacy, if you don't mind?"

Rainbow hadn't noticed the burning sensation against her cheeks before it was too late. Applejack nearly faced the same fate, but held her ground and spun towards the exit. Rainbow just bit her lip, looking to the side and muttering, "Oh…yeah. Sure…n-no prob."

Right as the two stepped into the hall, Rainbow Dash looked back into the room and said, "Shower nice! I-I mean have a nice shower! I'll tell Rarity that you guys are lookin' good in here. T-that's not what I meant! I-I mean that you're fine in here! No trouble! _Nooo_ problem whatsoever. Yeah…that's what I meant."

Their retreating hoofsteps—though it seemed more like a gallop—grew fainter as time progressed, leaving behind a group of slightly confused Avengers. Tony stood by the exit, looking for their retreating forms, but seeing nothing down the hall. He leaned back in the room, lower lip puffing out.

"Well, that was awkward," he commented, receiving a few nods. The man slapped his hands together, opening the door out wide for him to exit. "Alright then…I'll be out in a few, might shave a bit if there's a razor, so…"

He pointed at Rogers, then to his sweaty shirt lying on the floor.

"Don't touch my stuff," he concluded and shut the door.

Rogers only chuckled. He suddenly turned back towards the others, offering each one a questioning stare. He asked, "So, what's the lineup again?"

"I am next," Thor responded, loosening the armor plating on his chest, grunting a bit as he did so. "Blasted thing…" he grunted. He contemplated whether or not to just use his hammer's magic to break off the armor, just like he always did before. In fact, that wasn't such a bad idea.

Barton finally took off his first boot, laying the muddy footwear on the clean carpet. "I guess I'm after you," he added, already reaching for the second boot.

Natasha waited patiently for any rise of the man sitting across from her, next to Barton. At long last, he looked up at her, his soft gaze meeting her own. He hadn't even attempted to take off one piece of his clothing. Instead, he offered, both hands held out to Natasha.

She gave off a breathless chuckle that didn't even last a second, looking to the ground.

"We'll work something out…"

_We always do, right?_

* * *

"_Ohhhh_! I'm late! I'm late! I'm _sooo_ late!" Twilight complained to herself upon landing feet in front of the Carousal Boutique's entrance. She adjusted her wings against the strap of the pouch resting against her side, complying herself to look somewhat presentable.

It was Rarity after all.

With a short inhale and long exhale, Twilight pushed open the boutique's door and entered inside. Upon entry, the Alicorn was greeted to the sight of her friends Rainbow Dash, Applejack, and Rarity all preparing their own individual dresses for the Gala. Apple Bloom and her two friends were there as well, prancing around the stage and cheering every second they got.

After the sound of the door swinging open pulsated throughout the boutique, Rarity swiveled her gaze away from her little sister and brought it to the panting Alicorn, a tiny smile quick to form.

"Hello there, dearie," Rarity greeted, staring at Twilight intently as she approached slowly. She smiled even wider, announcing with great honor, "If you're wondering about your dress, it is nearly finished! I'll get right on after I'm done with Sweetie Belle here."

Breathing a sigh of relief, Twilight set her pouch down on a nearby chair. "Thank you, Rarity. That's just the kind of good news I've been waiting to hear. And I'm sorry for being so late. It's just that I had to orchestrate nearly _everything_ back in Canterlot for the Grand Galloping Gala tonight."

Rarity waved it off, blowing a quick raspberry. "Oh, think nothing of it, Twilight! Priorities with the Princesses always come first after all," she cheerily stated, hooves minding the bow upon Sweetie Belle's dress.

"Yeah…about those priorities," Twilight mumbled, clearing her throat and turning away from her slack pouch. She eyed her friend quizzically, eyebrows furrowing in thought. She asked, "Have the Avengers already dropped by? I kinda…need to talk with Mr. Stark about something…important."

"They're upstairs, Twi!" Rainbow Dash called, lounging on a nearby couch with Applejack.

Twilight turned her way, smiling appreciatively and saying her thanks. As she trotted past the duo and made her way up the stairs and into the dark halls, the two mares lying on the couch shared a quick giggle with one another, pounding their hooves together.

The young Alicorn swiveled her head left and right, seeing nothing but the end of the hall and two doors. The door to her left was closed, the one that led into Rarity's room. She could assume that Rarity already warned them of her "private zone", so she immediately spun her head to the right, to the door slightly cracked open with light spilling out into the hall.

"Mr. Stark…are you in there? Hello…?"

Twilight pecked her muzzle into the crack, pushing the door out and stepping into the room. One of Rarity's guest rooms, a window with sunlight spilling in and an average-sized bed. Other than that it was nearly barren, save for the light building at the bottom of the nearby doorframe.

The door sat snugly to her far left, and from the other side she could hear a voice. An easily recognizable voice. She exhaled through her nostrils, her smile quick to return.

"Mr. Stark, I was talking with the Princesses…you know…about the spell that could get you all home. Well…they might have found something. It's nothing concrete but…it just might do the job."

As she stopped inches in front of the door, Twilight grew a tad uneasy at receiving no response. He must've not heard her…with whatever activity he was performing beyond the door that stood between him and the valuable news.

She could hear him talking, most likely to himself. Twilight tilted her head to the side, reaching forward and pressing her hoof against the door.

"Mr. Stark, are you in there?"

From beyond the door and into the steamy bathroom, Tony Stark stood butt naked directly in front of the mirror. His full attention was focused around his facial area, specifically where he commanded the razor blade to go. He slowly swiped downwards, clearing the side of his cheek free of stubble.

"I'm not gonna ask _why_ Rarity has a shaver in the first place. I mean, her weird fetishes are her own business," Stark mumbled quietly, speaking to no one but himself. It was serene, just being alone with his thoughts for once, away from all those idiots. Except Banner. Banner was tight.

He tapped the edge of razor against the sink's edge, reaching upward for another stroke.

He suddenly froze in his actions as the most terrifying sound in the world creaked from behind him.

The door opened. The bathroom door actually opened.

Stupid thing didn't have a lock.

Stark's eyes nearly popped out of his head, scanning the mirror in front of him for the intruder. There was too much steam on the glass. He couldn't see a thing! He shot his stare over to his far right, noting the white towel resting on the floor and away from his reach. He was defenseless.

The most terrifying sound in the world was followed by the highest-pitched gasp he had ever heard. What was even more horrible about it was that he recognized the voice…

_Oh…Goddammit._

Spinning around, razor held tightly as if it was his only weapon, Tony Stark faced his inevitable intruder. All the color drained from his face when he saw Twilight standing there, mouth agape and blood rushing to her cheeks.

Her eyes flicked downwards, pupils shrinking to the size of pinpricks.

Instinctively, Tony dropped the razor and slammed his palms over his crotch. Really hard. Just as instinctively, a painful shout built at the bottom of his throat, though he somehow managed to contain it and focus its remaining power in a question. A simple question, really.

"_What the hell are you doing_?!"

So simple.

Twilight's wings snapped open, standing on end as she tried helplessly to come up with some sort of explanation, her eyes forced anywhere except where Tony was standing.

She tried to explain herself, but it didn't come out so well.

"I-I-I-I was trying t-t-to call you and… Oh, sweet Celestia!" she cried, lifting a foreleg to block her vision.

"_Get out_!"

Twilight wasted no time spinning around and slamming the door behind her. Her chest rose and fell at a quickened pace, heart nearly pulsating out of her chest. She placed a hoof across her heart, groaning in embarrassment.

She found Tony Stark.

She just found _all_ of Tony Stark.

With her back pressed against the door, the blushing Alicorn pressed both of her hooves against her forehead, trying her hardest to wipe out all the images in her mind. Despite her efforts, they only came back stronger, bigger, more pronounced than ever before. She groaned even louder. And she could've sworn she heard a bit of laughing coming from downstairs.

The doorknob spun, prompting the Alicorn to lift up her head. It clicked open. Twilight spun around, slowly backing away from the opening door.

There he stood, thankfully, with a towel wrapped around his torso. But the stare. Oh, the stare he sent her way was enough to cause Twilight to drop her gaze, biting her lip and kicking at the carpet in a clear sign of shame and humiliation.

With whatever willpower she had left, Twilight lifted her eyes up to him. Tony Stark just shook his head, lips pursing and eyes as hard as stone.

"Enjoy the show, sicko?" he asked.

Twilight only blushed harder, dropping her gaze away from the man.

Stark stormed out of the room with a huff, pushing the door open and nearly hitting a half-naked Thor on the other side. Odinson flinched back, taking notice of Stark's face as he tried to push by him. His eyes lit up with surprise.

The Asgardian smiled. "My word, have you ever used a razor before, Stark?" he chuckled.

"Can it, Horatio."

Thor just chuckled some more, watching as the mortal man retreated back into the confines of Rarity's personal dwelling. With another round of laughs to go around, Thor entered the guest room with a smile on his face, his hand reaching down to strip the towel from his lower torso.

He laid the white towel aside, rubbing his palms together as he scanned the room. Surprisingly, he found Princess Twilight sitting not too far away, her head low and breathing shallow. From the light the room ahead of her seemed to emit, Thor could already make out her facial features.

She appeared troubled, shaken even, as her eyes glossed over with fear and shame rushing in and out of her. Despite this, Thor stepped closer to the Alicorn, earning her attention to the approaching footsteps coming from her left. The moment she turned her head was almost too much for the pony to handle.

Her jaw fell once again, eyes as wide as dinner plates as every shred of breath was ripped from her lungs. Her cheeks burned brightly, body quivering and eyes shifting up and down, up and down. Despite her strongest efforts, her wings shot out once more.

Thor, quite oblivious, raised an eyebrow at her actions.

He asked, "What is the matter, Twilight? You look as if you have seen a foul creature."

Her mind blacked out after that, leaving a limp Twilight lying on the carpet.

Thor watched as the Alicorn fainted. His upper lip curled, palms resting against his naked hips. He looked around the room, brow furrowing further and further.

"Where is the cauldron in this room?"


	20. The Message of Peace

A machete encased within a light blue aura tore apart the vines that hung tangled between two deceased tree limbs. The remains fell limply to the forest floor, graciously stepped upon by the hooves and feet of the weary travelers. Or traveler. The two never grew weary. They never felt tired.

For Starlight Glimmer, she couldn't say the same. Sweat poured from her forehead, nursery rhymes playing again and again in her mind, drowned out by the sounds of her exhales joining the rhythm of the Everfree's song of night. Birds crying, Timberwolves howling, creatures big and small scurrying about. It mattered not.

She wasn't afraid. Neither was Ultron, nor his sentry.

Sharing an unsure glance about the forest's thickness, Starlight levitated her machete back into its holster. Her magic didn't stop, and instead chose to reach into her pouch and levitate out a relatively large item. A book.

Her _Equestrian Legends_ book.

Licking her lips, Starlight trotted to halt, also stopping the two behind her.

"Are we here?" Ultron asked, red eyes glowing amidst the blackness of the Everfree. His sentry followed his actions, scanning the forest foliage with its haunting, blue gaze. He only brought with him one of his sentries, the other left to guard Starlight's village per her request. She still didn't explain why.

Starlight mumbled something incoherent, earning Ultron's stare. His eyes bore into the back of her head, red gaze flickering to the flipping pages and back to her.

She bit her lip, saying, "I suppose so…"

Halting on a single page, she cleared her throat and repeated its words.

"_Where the brambles are thickest, there you will find a pond beyond the most twisted of vines_."

Starlight brought her head up from the pages, squinting and catching sight of a large quantity of brambles jutting outwards from the forest. They were right ahead of her. She spun her head back, noticing the hanging vines, including the ones she had chopped down.

Sighing, she closed the book, levitating it back into her pouch. "Well, we got the brambles and the vines down. But…" she looked around, noticing no such sight of a pond, "…nothing else. I'm not even sure if these are the thickest brambles in the entire Everfree."

"What about that?" Ultron inquired, his hand held out to his far left.

Turning to the direction Ultron had pointed, both Starlight and the lone sentry spotted a massive boulder dug deep into the earth. All three of them approached, very cautiously at first. Then they halted, Ultron and his sentry standing a few feet back while Starlight examined the rock further.

"Hmm…" Starlight hummed, scratching her chin and bending down. She narrowed her gaze at the crack between the ground and the rock, noticing something a little unusual. Light. "There's something underneath this rock. Whatever it is, it just might—"

Starlight was interrupted midsentence. Her eyes grew wide at the pulsating rock in front of her, its entire exterior trapped within a blue haze. She backpedaled, watching with shallow breath as the rock rose from the earth, cobwebs and dirt falling from its underside. In an instant, it was tossed aside as if it was weightless, impacting and shattering a few tree trunks.

Starlight spun her head back. The blue glow engulfing Ultron's fist faded away.

And he and his sentry walked right on past her, the sentry standing by the hole's entrance. Ultron offered her a passing glance. "Shall we?" he persuaded, gesturing her to continue onward.

Telekinetic powers? Another thing Ultron forgot to mention to her.

She waited, watching as Ultron entered the hole first followed closely by his sentry. She finally took in a deep breath and continued on with the journey, on the search for the Mirror Pond. Her first step was a straight drop into the darkness below, earning a surprised scream from the mare. Luckily, she levitated herself in the nick of time, gently landing without a scratch.

The tunnel ahead of her had twists and turns, ups and downs, but in the end of it all she could see a light breaking through the black. She set her horn ablaze, lighting the void in a soft, blue glow. The tunnel wasn't as complicated as she expected, and soon enough Starlight was staring down at the two aliens from her position high above the cavern.

A large trail led downwards near the glowing pond, only eliciting enhanced excitement from the unicorn.

They made it. They finally made it.

Just as legend said, the Mirror Pond was hidden in a deep, dark cavern lost within the Everfree Forest. Having escaped the forest's treacheries appeared fruitful, as the calm, serenity of the cavern walls gave a sense of peace to the unicorn. Plants unknown to her popped out from the earth, glowing tips and mushrooms pockmarked all around. Resting in the center of the cavern was the Mirror Pond…just as legend foretold.

Starlight couldn't stop smiling even as she regrouped with the two at the bottom of the cavern. Ultron and his sentry stared into the water's edge and remained frozen in that state, merely gazing into their own reflections. Starlight stood by Ultron's right, her reflection catching the robot's attention.

With a grin, Starlight said, "We're here."

Ultron nodded to her, bringing his gaze back to the still water's edge. "What do we do now?" he asked, voice low and raspy.

Starlight pulled out the book once more, levitating the pages aside until she returned to her last spot. She raised her hoof and stroked the page. "Now, you're going to need to stare into your own reflection and repeat these very words…" she explained, clearing her throat.

"_And into her own reflection she stared, yearning for one whose reflection she shared, and solemnly sweared not to be scared at the prospect of being doubly mared_."

She shut the book with a loud smack, a pretty victorious grin adorning her face. Levitating the book away—hopefully for the last time—Starlight turned to Ultron, only to notice his bemused expression eating away at her.

Slowly, he asked, "_Exactly_ like that?"

Not seeing the problem, Starlight raised an eyebrow questionably. "What are you—?" she paused, jaw dropping only slightly once realization kicked in. "Oh…right. You're not female…or a mare," she groaned, bringing her book out again and flipping through the pages.

Gritting her teeth, she said, "Well…it doesn't really say anything about gender here. All it says is that after muttering the phrase the magic of the Mirror Pond will be activated, and the pony would step into the water to meet their own self on the other side."

She set the book aside, not putting it away with the thought of having to resort to it again. With a worried look, Starlight turned to Ultron.

"So…just try it…your _own_ way first. If that doesn't work…we'll have to resort to the original rhyme," Starlight explained to him. She watched cautiously as he nodded in understanding, closing his eyes as if he was trapped in a dream-like state. The very action confused the mare, but not for long.

Soon enough, Starlight Glimmer paid heed to the sentry standing on Ultron's left burn a red cinder. Like an emotionless, zombie-like body, the sentry slumped forward, neck craning back as its newly formed red gaze burned throughout the glowing cavern. Ultron reopened his eyes, twisting his head over to the fidgeting sentry.

"Time for some reinforcements," the sentry said, its voice exactly similar to that of Ultron's.

Starlight, once again, was speechless. From his philosophy to his tragic rise and fall, and his strength and power to gravitational manipulation…and now mind control? How much was Ultron hiding from her?

Surprisingly, the sentry approached the pond's edge and not Ultron. With a quick shake of her head to regain her sense, Starlight approached Ultron's side a bit closer. She asked, "Wait, aren't _you_ going in the pool?" Ultron slowly looked down upon her. "I thought that after all of this…that _you'd_ want to double yourself."

Ultron merely chuckled in amusement, facing the pond again and staring into his reflection.

"The only me is me. I am ultimate. I am one. There are no others as beautiful as me," he responded. He could see her unsure expression from the pool's reflection. "Don't worry. We're strong together. Alone…not so much. That's why we need more. Much…_much_ more."

He slowly tilted his gaze across the pool and landed on the sentry so close by the water's edge. Starlight followed his eyes, the duo standing silently as the sentry leaned forward. It twisted and turned its head, noticing every detail of its facial features. It stood back, fists clenched.

"Much more," it muttered.

And then it leaned forward and said, "And into his own reflection he stared, yearning for one whose reflection he shared, and solemnly sweared not to be scared…at the prospect of being doubly mared."

The sentry fell forward, but surprisingly felt no splash of water. It was ginger, its hand reaching forward first as its head was quick to join, as was the rest of its body. The pool felt like nothing with no wetness falling from its armor, and soon enough the sentry had returned, its hand outstretched.

And grabbed.

By its own.

Ultron was amazed, actually _stunned_ to see the magic play through. It didn't even seem as if his sentry entered the pool at all, but he knew it did as he was the one controlling it. However, he seemed to…lose connection once the sentry hit the water. But…just as quickly that connection came back…picking up the sentry out of the strange, strange water.

He and Starlight stood together, watching together as the sentry pulled itself out of the Mirror Pond. Its eyes were no longer red, but blue again. The one that pulled, its eyes were red, and remained that way.

"Incredible…" Ultron mumbled. "Simply incredible."

"I know," Starlight agreed, her brilliant gaze lingering across the glowing pool.

Knowing how the magic worked, Ultron quickly turned back to the first sentry. They both nodded to him, both of their eyes now blindingly red. Both spun towards the pool, muttering the rhyme over again in unison. A pair of each of them stepped out of the pool. The newborns crawled out, their eyes shifting from blue to red.

Starlight was smart enough to back away. She couldn't hold back a smile.

Ultron repeated the action several times, never ceasing, continuing until the double was doubled, and those doubles were doubled, and so on and so on. His consciousness, however, shifted to all of the newborn sentries at once, and he resulted in holding his control over them all.

His army was growing, crawling over the rocks and filling up the small cavern. They all observed their surroundings, all bringing their attention forward, passed the birthing and onto the one and only. Starlight's eyes were everywhere, flickering across the walls to see a new sentry fly out from the pond, hovering several feet above the ground. She couldn't stop smiling. They were going to do it.

They were _actually_ going to do it!

And Twilight was finally going to pay.

She nearly missed Ultron blowing the ceiling apart. Thankfully, she didn't. Ultron jammed his right hand upwards, his fingers lighting up to a brilliant red, and a stream of red energy blasting upwards and demolishing the rocky ceiling above them. Starlight, on instinct, created a magical shield to protect herself from the falling debris.

_Go._

As the majority of the earth fell, crushing only a few sentries which mattered not to Ultron, the growing army was unleashed. They flew free, feet erupting to a bright blue to push the squadrons of sentries out into the night sky. Starlight Glimmer watched them make their push, her shield slowly dissipating as the last of the rocks fell.

Slowly, she approached him, eyes observing the flying lights that never seemed to stop. And Ultron, his gaze held forward onto the birth of his new army, had never moved.

He didn't see a reason to. Yet.

"Where are you sending them all?" Starlight asked.

He just turned his head slightly back to her, his army growing by the second, Ultron never allowing it to stop. And he smiled. And for the first time, Starlight could see his teeth.

"To spread the message of peace."


	21. Another Gala, Another Bloodba

Spike brought the carriage to halt, his reptilian eyes lingering over to his far left to envy the pure, alluring lights and festivities down the road, across the bridge, and into the Grand Galloping Gala. Ponies, dressed and fitted to the fullest in their greatest and most stunning attire lined the road leading up to the front gates.

"Well, another Gala…" Spike muttered, his sentence lingering as he hopped off the coach's position on the carriage. He paid the fine stallions their dues—bits given to him from Twilight, of course—and approached the carriage doors.

He straightened his tie, a nervous sweat building at his forehead.

"Another chance to impress Rarity," he finished, claw extending and opening the carriage door to release its occupants. The young dragon stepped aside, bowing politely as the group made their exit.

"_Righteous_ driving, little dragon _dude_."

The first two to exit were, unmistakably, Fluttershy and her guest Tree Hugger. The two wore stunning dresses; Tree Hugger's being a little laid-back while Fluttershy's was simple yet gorgeous in its peacock-type design. Spike gave each of them nod, eyes shifting over to the open door.

A trio of fillies nearly trampled over one another, as if they challenged each other to be the first one outside, which they probably did. As Sweetie Belle, Apple Bloom, and Scootaloo pushed each other off, their eyes gleamed like the stars in the night sky, the smiles growing wider than their faces could hold.

"We're here! We're here! We're here!" the Cutie Mark Crusaders triumphed, hopping around in a circle and performing small, victory dances. Spike chuckled a bit, turning his head back to the carriage.

Applejack's hoof met the concrete. She, Rainbow Dash, and Rarity, all fancied up in their gorgeous dresses, stood side by side as they all made their exit. Both Rainbow Dash and Applejack merely rolled their eyes at the adorable scene before them. Rarity wasn't having any of it.

"Ease yourself, dear sister," Rarity mumbled, stumbling forward and nearly tripping over herself. She yawned, heavy bags building under her eyelids. "We can…_yawn_…act like barbarians back home. But for now I'd like for you to be on your best…behavior…"

She shut her eyes, slightly leaning back and forth as a few, soft snores escaped her.

While the Crusaders simply exchanged a few glances between each other, shrugging it off and racing one another to the front gates, Applejack stirred Rarity awake, chuckling a bit as the unicorn flinched back from her touch.

"And I expect the upmost—!"

She stopped. She stared straight ahead. Her little sister was gone, already racing past Fluttershy and Tree Hugger. Both Applejack and Rainbow laughed this time, the orange mare draping her hoof on Rarity's shoulder.

"Let 'em have some fun, Rares. A night like this only comes once a year," Applejack drawled, leading the weary unicorn to their destination.

Rainbow Dash caught up with them. "And don't pass out on us just yet, Rarity! We got plans tonight…"

Rarity yawned once more, yet she still wore a confident smile. "Alright…just for you girls…and my sister," Rarity confirmed for herself. Her smile fell, realization kicking in. She had spent every last second designing, stitching, and finalizing the suits and dresses for each of her friends, pony and human alike. And of course Asgardian. They were in such a rush that even the designer didn't get to see her work on full display.

What would the reactions be? How would Canterlot and all the finest of ponyfolk see their alien visitors for the first time? Would it be good? Would it be bad? Rarity was biting her lip just thinking about it, her head swiveling backwards. Both Applejack and Rainbow followed her actions.

"Oh, this isn't good! This isn't good one _bit_!" she whined. "What was I thinking creating the attire on the day of the Gala? Oh, no! They must look horrid! What will the fine citizens of Canterlot think of the…"

Pinkie, Maud, and Twilight exited the carriage while Rarity rambled on with her dying sentence, leaving only the remaining six to make their escape. The first was—predictably—Tony Stark, making his official reveal with a suit tailored and prime to his wanting. It was black as night, a tie to go just with it, and golden cuff links at the wrists.

Stepping out next was Clint Barton, sporting tinted sunglasses with a suit to match Stark's. He exited the carriage with a confident smirk, adjusting his tie and standing next to the billionaire. Barton nodded to Stark, who smiled and raised his eyebrows curiously back to the carriage.

Out next stepped the God of Thunder himself. His outfit was slightly different than the others, still holding the traditional black suit and shoes. However, he wore a red tie to mirror the braid in his long, golden hair that hung on his back like a ponytail. He observed both Stark and Barton, smiling to them and gripping Mjølnir ever so lighter.

The next Avenger was the First Avenger himself. Steve Rogers bent low to avoid the low roof of the carriage, straightening up to adjust his red tie. Out of all the suits shared amongst Earth's Mightiest Heroes, Rogers' was the most colorful. Along with his red tie, he wore a white shirt directly underneath, covered altogether by a blue jacket. It was his choice. Red, white, and blue.

Alongside the Captain, Doctor Banner made his exit, wearing a simple black and white suit similar to both Stark's and Barton's. Instead, he chose a bowtie. No one even knew why. Still, the man smiled, observing the colorful fireworks bursting in the distance, the images dancing across his eyesight. He spun his head back to the carriage door, holding out his hand.

A soft, fragile palm landed into his. He gently led her outside. Rarity gasped, eyes widening at the sheer sight of it. Her work. Her…_beautiful_ work.

Holding onto his hand, Natasha Romanoff made her first steps out into the open. Several bystanders turned their heads. Even Spike gawked at the flowing and vibrant colors the dress evoked. It was simply exquisite, magnificent even, and Natasha couldn't hold back her smile.

Her flowing, tan dress covered her ankles and feet, stretching nearly three feet behind her. From the lower waist to the chest, the alluring, tan fabric hugged her skin and held no supports on the shoulders. The straps rested lower than that, decorated by colorful gemstones that glistened and shined in Luna's moonlight. Her orange hair was curled to perfection, red lipstick applied gently to the woman's lips. Together, both Bruce and Natasha approached the rest of the Avengers, earning several nods for confirmation from each other.

They all turned to Rarity, expecting some sort of reaction.

"…absolutely…incredible…works of artistry…"

Rarity appeared to be on the verge of collapsing, if near exhaustion from creating the dresses and witnessing her work admired by all who passed wasn't enough, than the sight of it could have well been the knockout punch. But it wasn't, thankfully, as both Applejack and Rainbow Dash guided the weary mare down the road and across the bridge.

As the stallions lead the carriage over to the parking area, the Gala's fresh guests stood outside in the chilly air, observing their surroundings and one another with keen interest. Pinkie offered Twilight a quick hug, to which she responded in full, and watched as the pink mare and her older sister made their way to the front gates. Twilight smiled, spinning her neck back.

"Okay, are you all ready?" she asked.

Thor was the first to respond. He held out his arms wide, yelling, "Let us celebrate this grand occasion until we can no longer see straight! Fresh drinks all around!" Several ponies turned their way, some giggling and even whispering to one another.

Twilight caught this, shushing the Asgardian and saying, "No, Thor! The Grand Galloping Gala is a prestigious and high-class event. There will be no drinking any alcoholic beverages while _I'm_ running the show."

Casting his disheartened gaze towards the Alicorn as he walked by, Thor faced the road fully and smiled, reaching into his jacket pocket and pulling out a small vial. His eyes shifted mysteriously, clutching onto the vial almost as tightly as he held Mjølnir.

"Well, it is a good thing I always come prepared," he whispered.

Twilight watched him leave, turning her attention back to the others. With a confirmed nod, the group moved forward down the road, quickly approaching the front gates. Twilight walked alongside Stark, the duo stepping onto the bridge before the others could.

She leaned over, speaking in an assuring tone. "I don't want you to feel pressured, Mr. Stark. There could be many ponies asking you several questions. I mean, if you thought _I_ was bad…"

The man just shrugged. "I enjoy the attention," he replied.

Twilight snorted. They all passed the bridge, pushing forward into the massive structure.

"Well, I sure hope you're not lying to me this time. Because you'll get attention. You'll get a _lot_ of attention," Twilight finalized, standing in front of the group of five and blocking their path. They all stopped, watching intently as the Princess before them bowed politely.

"I have work to see through with Princess Celestia," Twilight stated, bringing up her head and smiling at the group. She gestured her eyes over to the ballroom, the area with the most screams once Thor entered unannounced. "You can all go and mingle in the meantime. We'll join you all later."

She spun around to make her escape, eyes staring intently to the stairs leading up to her old mentor and fellow princess. However, her actions were halted, her body ceasing once the voice called out to her from behind.

"Twilight…"

The Alicorn looked back from the first steps, noticing the group giving her friendly smiles, the kind that warmed the mare's heart. It was Steve who spoke out, the soldier gesturing to each of his team. "We just want to say…thank you," he concluded, precisely and accurately.

"For everything," Barton added, his eyes glistening from behind the dark shades.

Banner looked around. "All of this…even after everything. We can't thank you or your friends enough for how you've been helping us in this difficult time."

Stark stepped forward. He smirked. "We really do appreciate everything you've done."

It was probably the most sincere thing she had ever heard Tony tell her. With butterflies racing in her stomach and her eyes on the verge of shedding a few tears, Twilight simply waved it off like it was nothing, smiling as saying, "You're all very welcome. We're glad to help friends. Now, go and have the best night of your lives!"

"Amen to that!" Stark agreed, turning his head over to the ballroom. He adjusted his cuff links, smile growing by the second. Time to show the ponies of Canterlot the why he reigned supreme.

* * *

"We're here! We're here! We made it to the Gala!" the Crusaders cheered in unison as they entered the ballroom, only earning an amused glance between the two mares watching over them. Rainbow Dash and Applejack to be exact.

Rarity was fast asleep by a near table, her cheek pressed against the table while her snores became lost in the midst of the Gala's occupants.

While Pegasi commandeered the near ceiling, the most distinguished and renowned of Canterlot's finest citizens conversed with one another, speaking of their latest grand achievements and activities weeks prior to the Gala. Laughter was shared amongst the drinks handed out, numerous conversations taking up and blocking out the smooth music.

It was a night of magic, getting together with friends, and chatting with some of Canterlot's finest citizens. It was a night that simply couldn't go wrong. Discord made his way into the ballroom, dropping a glistening diamond into the awaiting mouth of the Smooze.

Discord pushed up his orange top hat with his cane, scanning the room with his twisted, yellow gaze. The ballroom was filled with well-dressed individuals, almost completely ignoring the Spirit of Chaos himself stroll into the Gala. It was surprising, yes, especially to Discord, how nopony seemed to notice his presence. But that wasn't his mission.

His mission was to find Fluttershy, and make her as jealous as possible.

He searched to and fro for the yellow Pegasus and her new _friend_ what's her face. As he observed the Gala's gullible guests, he caught sight of six…very strange creatures. They were spread out amongst the classes, chatting with numerous ponies or simply having a drink and lying back in their seats. Even then there seemed to be a crowd around them.

He couldn't put his talon on what they were exactly, and he couldn't care long enough to find out. He made his way into the ballroom, planting his cane down with every step forward, the Smooze following close behind and leaving a trail of green slime across the dance floor.

A collection of nearby laughter caught the draconequus' attention, prompting his head to swivel over to the far right. There, he could see several ponies—all of which much to pompous to be acting the way they were—laughing and gurgling down their drinks as they circled around the nearest table, a table where one of the six creatures stood. An amusing grin tugged at his lips as he observed each pony trying their luck at lifting the abnormally large hammer resting on the table.

A weakened stallion, his mind ablaze, pulled with all his might on the hammer's handle. The crowd cheered him on, drinks and laughter spilling all around. Thor calmly took a sip from his punch, chuckling all the while.

The stallion reared back, performing a backflip as he fell from the table, earning a massive groan from the crowd followed by numerous giggles. The hammer remained frozen, unmoved by all who had dared to lift the weapon.

"There has to be some kind of dark magic behind this fascinating weapon, or something that you refuse to tell us about!" a unicorn stallion with a monocle dangling from his ear mentioned, poking the hammer with his hoof. As the failed contestant rose to all four hooves, rubbing the back of his head, the unicorn turned back to Thor, instantly taking notice of the amused grin gracing his features.

Thor took a long sip from his punch, shivering as the liquid traveled down his throat. He chuckled, nearly spitting out his punch. "For what reason would I need to lie, my friend? It is simple! Either you are worthy or not!"

"Well, can you at least tell us why the punch you offered us tastes so much different…and _better_ than it usually did?" a tipsy mare asked, leaning on her forelegs as she gazed lovingly at the Asgardian.

With mysterious eyes flickering back and forth, Thor reached into his coat pocket and plucked out the small vial, opening it and pouring its contents into his cup. "That is for me to know and for Princess Twilight never to find out," he said.

"Cheers to that!" Soarin' shouted, his voice muffled in drunkenness. He held out his cup in the air, to which Thor and many others participated in. They all tapped their glasses, chugging down their drinks with Soarin' falling flat onto his back. With that, the table exploded into laughter.

"Just what is so funny over here?"

And just like that, Thor's blood froze. He slowly spun around, his smile quickly vanishing once Princess Luna—dressed as beautiful as her own night sky—approached the table, a curious smile etched onto her lips.

Spitfire placed her empty glass back onto the table, licking her lips and eyes widening at the Princess' arrival. "Princess Luna, Your Majesty," she exclaimed, drunken mind processing an incredible idea. She pointed her hoof to the large hammer in the center of the table, shouting with impaired speech, "You've got to try and lift this—!"

It was instantly plucked from the table, shocking numerous mares and stallions, Luna herself included. Thor clutched Mjølnir close to his heart as if he never wanted to let it go. He quickly said, "Well, that seems to be the drink calling out to me. Anyone else need a refill? No? Very well!"

He retreated back to the punch bowl as fast as he could, leaving behind several confused ponies, especially Luna. The drunken stupor in the majority's eyes turned to the Princess, watching with little attention as her ears fell flat.

"Was it something we said?" Luna muttered sadly.

Discord took a step back to allow the strange creature with the hammer to swiftly move past him. He watched as the creature escaped in sanctuary to the refreshments table, but even then Discord had lost all interest in his adventures. He adjusted his hat, eyes closed as he prepared to take another step forward.

And then he opened his eyes and nearly ran into two more of them.

Celestia, did they let every single creature known or unknown to ponykind into the Gala nowadays? From behind the draconequus, the Smooze belched out green slime.

"Hey, watch where you're go…iiinnn…" Discord began to deprecate, yet his sentence fell flat as his twisted gaze landed on the beautiful form to the first creature's right. The female, eyes wide with confusion and shock, took a step backwards alongside her companion. Discord grew a corny grin, taking off his hat which revealed his disarranged horns.

With an improved attitude, Discord greeted with a grin and asked, "My, my, who might this delicate creature be?"

Bruce Banner began to let his body relax once the strange monstrosity looked down upon them with a calming gaze. He could feel Natasha's iron grip around his arm loosen just a tad. For a girl of her size, she sure did pinch hard. But his mind wasn't on that as of yet, it was still reeling on the fact that a creature with numerous body parts arranged in a crude puzzle stood three feet in front of them.

It asked a question, its alluring eyes turned to Natasha.

Noticing that his date couldn't seem to respond in time, Banner took it upon himself to speak for her. "Oh, well, yes, her name is Natasha Romanoff and we were just about to—"

"Miss Romanoff!" the creature exclaimed, pushing Banner none too gently aside.

He lingered by her right, smiling brightly and saying, "It is truly an honor to meet someone with a little higher standard of class, especially from a bunch of…um…eh…"

"Humans," Banner clarified, dusting himself off.

Discord snapped his fingers. "Yes, just the word I was looking for! Oh, but where are my manners? Discord! Spirit of Chaos and Disharmony. It is my pleasure," he mused, snatching Natasha's palm and kissing her knuckles. Natasha forced a smile, but it instantly died once her eyes set on the green pile of blob moving slowly towards her.

"Oh, I think someone likes you, or the jewels on your dress!" Discord playfully exclaimed, floating over to wrap his extended claw around the blob's body. "Miss Romanoff, I'd like you to meet the Smooze. He's a guy with just as much of class as you, I suppose."

The Smooze burped and wobbled back and forth, its growing mouth leaning towards Natasha's dress. Before it could get any closer, Natasha stepped away, rejoining Banner's side once more.

"It's nice to meet you both, really it is," Natasha said with forced enthusiasm, both of which Discord and Smooze completely sidestepped. She slipped her forearm around Bruce's, this time smiling as she leaned ever so closer to his body.

"But I'm afraid our conversation will have to be cut short. My date and I need a little…privacy from all these distractions."

Discord's alluring grin returned, this time offering some suggestive eyes to the mix.

"Well, well, don't let little ol' _me_ get in the way of young romance." He wrapped his tail around the Smooze's form, dragging the green slime beast away from the couple's path, though it still left a plentiful pile of ooze on the floor.

Banner faced Discord's grinning face. "Thank you," he deadpanned, though the draconequus didn't catch on it. Tightening his grip around Natasha's arm, the two moved around the slime and made their way to the exit. The doors were already opened, thankfully, as they were mere feet away, allowing Princess Celestia and Princess Twilight to enter at long last, having ended the greeting.

Twilight noticed how close the two were, and smiled and stepped aside to let the two pass by. Banner and Natasha showed their appreciation by nodding to the two Princesses, moving swiftly past and closing the doors behind them.

Discord offered little attention, his grin fading away and replaced only by a deepening frown. He continued on his mission…that lasted about three more seconds. From where he and the Smooze stood, he could notice Fluttershy and what's her face chatting and giggling together at the far off table. Discord's smile returned, his hands shaking with delight.

His mission was over! Time to rub it in what's her face's…face.

But before he could even take that first step…

"_Ahhh_!" Un_hand_ me you foul—!"

_Thump!_

The musical portion of the Grand Galloping Gala reached an abrupt halt, several ponies lowering their instruments and turning their attention to the doors.

_Thump!_

The doors that led out to the gardens.

_Thump!_

All conversations ended. The ballroom had fallen prey to silence. Sweet, deathly silence. Steve Rogers, having engrossed a group of love-stricken mares with one of his tales of how he brought down HYDRA ended his tale at a cliffhanger, his dangerous gaze lingering towards the doors. Tony Stark, Clint Barton, and Thor all faced the same direction, each one of them holding a cup of punch near and or around their pony friends.

_Thump!_

Princess Celestia and Princess Luna stood side by side, eyeing the doors as cautiously as did Twilight and her friends. Spike motioned himself closer Applejack, who wrapped her foreleg around Apple Bloom. Pinkie and her older sister Maud found themselves with a worried Sweetie Belle clinging onto their dresses, Rainbow Dash facing the same fate with Scootaloo. Fluttershy remained further in the back of the room, her and Tree Hugger staring at the doors intently.

Even Discord spun his neck around as an owl would. The Smooze just sloshed back and forth. Rarity continued snoring at the back of the ballroom.

With unrealistic speeds, the doors burst open and the flying form of Prince Blueblood shot through. His screaming body landed directly into the Smooze's back. Luckily, the Smooze was kind enough to lurch the pony up, leaving a shell-shocked Blueblood lying quivering and covered in bruises, blood and ooze alike.

Several gasps echoed across the ballroom, but none matched up to Twilight's or any of her friends' the moment the next figure stepped past the doors.

A pale, pink hoof landed on the carpet.

All leading up to the venomous smile and twin violet irises.

Starlight Glimmer's smile broadened. Twilight and her near friends all gasped.

"Are we too late for the party?" she asked, voice so very low.

A second being surfaced from behind. Steve Rogers shot up faster than a bullet from a chamber, immediately clenching his fists and hardening his gaze. Tony Stark's mouth fell, as did his drink as it shattered into a thousand pieces onto the ballroom floor.

Ultron's smile mirrored Starlight's. His red eyes shifted across all the innocent occupants and landed on a specific group of individuals. And just like that, his smile died.

"You know, I believe we made it just in time."

Natasha never had a date before.

Ever since her early childhood, she was taken away to the Red Room Academy and trained for years to kill, to become a weapon. A weapon someone just needed to point in the right direction. The KGB, for starters. Then S.H.I.E.L.D. offered her sanctity, a new life, a fresh start. Like that would mean anything to her.

The sterilization was exact, precise. It ensured no distractions, only solidifying her stance as a weapon, an assassin. There would be no time for slowing down, for making friends, for becoming something so much more than that. So she never dated. She never found a reason to.

But as she was led, forearm intertwined with Bruce's, through the corridors of the massive castle until they came to an open balcony, Natasha couldn't lie when she felt a tad bit giddy. She could've been blushing, though it was difficult with what little light there was. Banner brought her right into the moonlight, an amusing smile growing on his lips.

Yep. Definitely blushing.

"This spot's perfect," Natasha mumbled, stopping right by the balcony's edge. Banner nodded.

"It is, isn't it?"

Upon noticing his change of tone, Natasha turned his way, almost chuckling at his facial expression. He looked anywhere but where she stood, a faint sweat building against his forehead.

Natasha tightened her grip around his forearm. "Bruce, you don't need to be so nervous around me."

The man almost chuckled. Almost. "Who's nervous?"

"Who was that big, strong fighter that asked to be a plus one to the terrifying Gala?" Natasha mused, leaning forward as the chilly night air pushed against the two, threatening to cool her.

Banner felt the coolness against his face, sighing with a soft grin. "You must have me mistaken for someone who enjoys that," he replied, voice drowned in near silence.

"Which is why _I_ was the one who asked _you_?"

Bruce shook his head. "No need to add salt to the wound."

Seconds ticked away, the gentle rhythm of night's music pulsating across the breeze. The stars twinkled above, causing Natasha's soft gaze to flicker to and fro, eventually falling across the moon's brightness and arrive to her date's face.

"Bruce, is…something wrong?"

He tried to shrug it off, hiding his face. "I'm fine, Natasha."

"No, you're not," she muttered with concern filling her tone. The Widow turned his way. "I can tell. And I've been thinking…"

"Why don't you leave the thinking to me?" Bruce said, breaking his arm away from hers. He took a step to the left, building the distance between the two. He added, "I'll leave the killing for someone who enjoys that."

"Is that all you think of me?" Natasha asked, voice low and injured. "A killer?"

"Aren't we all?"

"You're letting him get to you. We both know Ultron was deluded."

"Was he?"

"Bruce…"

Banner shook his head, lips pursing as his eyelids shut so very tight. "Humanity builds itself up, believes itself to rise up from their failures. And here we are. The Avengers. A ticking _time bomb_. You can't really believe that humanity can improve when all it does is break down further and further. I try, Natasha. I really do. But it's hard to believe in the people who promised so much only to take away everything you built."

His voice snapped, breaking off into near blubbering. Natasha took a step back, a cold chill racing up her spine. It wasn't from the breeze. She knew what it was.

"Betty…"

Bruce leaned forward, planting his face into his palms.

She read his entire file so long ago and hadn't forgotten to that day.

"It's not your fault."

"It might as well be."

"You've been pushing yourself away, Bruce, for so long. From me," she whispered, pushing herself towards him with a palm outstretched. It landed on his shoulder. "Please, it's time to stop. To let go. To move on. I tried, every opportunity to try and get closer to you and you just keep backing off, as if what we had didn't mean anything to you."

Banner shook his head. "What do we even have, Natasha?"

"I…I was honestly hoping you would know," Natasha admitted, a nervous blush burning against her cheeks. Banner just shook his head again, gaze falling. She continued, not missing a beat. "About us. About what we had. Because I can feel it, Bruce."

"Then tell me!"

Natasha backed away. Bruce stared her down, eyes filled with anger and want, pain and confusion. And yet he stood before her, trying desperately to hold in the building tears, the threatening screams. He just wanted answers; the same answers even to someone of his knowledge had no clear sense of.

"Tell me what that kiss back on Novi Grad _really_ meant!"

And not even the Widow could find a clear answer.

What _had_ it meant?

Was it for him to bring out the Other Guy? Just part of the mission? Just for the safety of humanity and nothing more? Part of her wanted to say that, but dared not to lest she completely lose him, not after what her heart led her on to believe.

So, what had it meant?

"Bruce…I…I-I…"

She struggled with her words, eyes completely locked with his. She didn't even notice the Ultron Sentry slowly rising up behind her, its blaster aimed for her back.

Banner did.

"_Look out_!"

He gripped her shoulders, twisting her aside as a heated blast of energy impaled his backside. Bruce screamed out in agony, losing his balance and falling right atop of the poor woman. She yelped as her bottom and back fell to the cold marble, Bruce's face landing right in her bosom.

They both looked at each other. Natasha could see his eyes show signs of pain before they filled with signs of green.

"Going green?" she gulped, spotting the sentry's blaster glowing once more.

Banner nodded, eyeing his suit.

"Rarity's gonna try and kill me."


	22. Genesis

His presence held no peace, even if he tried to believe otherwise.

With every footfall closer, ponies backed away, shaking in fear and eyeing the eight foot demon slowly make his entrance into the Grand Galloping Gala. The lighting, the mood, the central theme that was meant to evoke gentle tides and warm greetings was whisked into coldness, leaving behind the Gala's occupants frozen in its blizzard.

And Ultron and Starlight Glimmer were in the center of that blizzard, unfazed.

The majority of the Gala's guests took several steps backwards with every step the two would take forward. The minority, consisting primarily of Twilight, the princesses, Applejack, Rainbow Dash, Pinkie Pie, Maud Pie, Discord, and the Smooze remained perfectly still. Fluttershy and Tree Hugger joined the crowd gathering around them, lost in its mass.

The remaining Avengers; Stark, Rogers, Thor, and Barton dared not to move, their eyes trained on the AI getting closer and closer. Both Barton and Rogers regretted not bringing their respected weapons. Thor tightened his grip around his hammer's handle, his knuckles flaring white. Stark…

Tony just stood there.

Watching.

Waiting.

His palms held low and wide open.

His claws rising forward, cutting deep into the solid table to his right.

Making the impression he desired, Ultron ripped his claw away, having left a deadly scar on the table. One that'll last a lifetime. Bringing that claw forward, Ultron observed the crowd with his fierce, red glare. Only a few stood out, only a few that caught his interests. The Avengers—clearly—but there were others. Others he had yet to know, but felt as if he already knew them.

The group of mares standing next to the two Alicorns. An Alicorn joined them. Make it three.

The questioning and shocked stares they sent his way. No. Not his way. Lower. He looked lower, spotting Starlight sending her venomous smile across the room directly towards the mares. He didn't forget. It was them. It _had_ to be them. The ones Starlight talked about since the night he first met her.

The ones who took away her everything…

Pinkie Pie, Rarity, Rainbow Dash, Applejack, Fluttershy …and Princess Twilight Sparkle. The infamous Elements of Harmony. Protectors of Equestria. There were others, too. Maybe they all weren't present. Maybe they all were. Ultron really didn't think too hard about it.

His focus was elsewhere, on something far more important.

The Royal Sisters. The ones Starlight told him all about.

With a half-grin, somewhat forced, Ultron continued onwards, leaving Starlight to glare at her foes from afar like a dog tied to her leash. He stepped in front of her, almost like he was beginning to actually circle the two sisters. They stood their ground, eyes narrowed on the possible hostile.

Ultron's steps echoed throughout the silent ballroom. "Nice party you got going on here. No, really, I mean it," he said, voice addressed to the sisters. "It appears though that you have some…unwanted guests. Party crashers. Just the worst."

He turned his head over a large grouping of ponies. The crowd he neared began to back away. Ultron shot forward, plucking a tall glass of cider from the hoof of a terrified mare.

Holding the drink out in front of him, sharpened fingers underneath the cup, Ultron smiled and offered a polite chuckle. "You know, you…might want to get on that as quickly as possible. You never know what might happen."

He downed the glass, the cider entering his mouth and flowing down his Vibranium throat.

"It appears so," Celestia began, taking a step forward alongside her younger sister. "I do not remember sending someone of your…stature a ticket to our prestigious Gala. Perhaps it would be best if you let yourself out."

Ultron lowered the glass, his stare landing on the white Alicorn, her mane flowing with no wind to guide it. A soft trickling caught his attention, but he didn't even need to follow its noise. Everypony else turned towards it, a few gasps here and there. Towards his abdomen, the cider leaking out and spilling onto the floor.

He smiled. "You know, its times like these where I wish I had a stomach. That way I could actually enjoy these fresh delicacies. That way I could throw up after hearing every word you just said to me. But then again…"

Ultron crushed the glass into his fists, letting the broken crystal-like shards dance across his feet.

"Where has wishing ever got us?"

"If you are looking for a fight, now of all times, it was not wise of you to search with myself, my sister, the Elements of Harmony, and the Avengers present. We will ask you only one more time," Princess Luna added in, joining her sister's side. Her glare was fierce, eyes as black as night and burning with threat.

With hers and her sister's wings on end, she finished.

"Leave."

Surprising to many of the Gala's occupants, Ultron only chuckled, shaking his head once or twice. He lifted his gaze, red eyes landing on the two sisters.

"My quarry is not with you, Your Highnesses, or any of your subjects. All I ask is permission to enter your…Canterlot Archives and search for a certain spell I've been meaning to find," he explained, voice expanding for all ears to hear. He leaned forward. "It's very important."

"What spell?" Celestia asked, voice dripping with distrust.

Ultron turned back to Starlight, who still hadn't ended her staring contest with the group of mares. He twisted back, saying, "A simple spell, really. A spell that will allow me to return back to my home world. As you can see by my," he paused, looking himself up and down, "atypical appearance that I'm not from around here. You seemed a little on edge when I entered the 'scene'. You need not to worry, though. I bring nothing but truth for one and all."

"You're _lying_!"

All heads shot back, landing on the group of four step up to the towering monstrosity in the center of the ballroom. Steve Rogers led the charge, halting a good foot or two in front of Celestia and Luna. Thor joined his side, Stark and Barton alongside the Asgardian and Super Soldier. Even Starlight broke off her onward stare with Twilight and her friends, the mares doing the same.

Soon enough, the standoff between Ultron and the Avengers was constructed, a tower leaning towards the edge of collapse with its casualties sure to be greatened.

Ultron only smiled at the Captain, observing his motions with little amusement.

Rogers turned his head over to the two sisters, hand pointed towards the AI. "Don't believe a word he says! The only _truth_ Ultron brings is the twisted allusion he created for himself, and he doesn't care who suffers from his decisions."

Ultron narrowed his eyes. A few gasps filled the room, all of which belonging from Twilight and her friends after hearing that one word, that one name.

Ultron.

Thor pointed Mjølnir straight forward, contemplating whether or not to send a bolt of lightning straight for the beast's chest. Instead, he held back and chose to say, "This maniac wants nothing more than the extinction of mankind! If you give him that spell then he will undoubtedly use it to continue his reckoning on Earth!"

"And you're going to believe them?" Ultron scoffed, addressing the entire audience. He crossed his arms over one another. "To be brutally honest, the Avengers are not very believable, and they will _not_ be leaving this planet anytime soon. You think I care for your opinion of me? You think I care one miniscule ounce of a second what _they_ think of me? Here's some news for you all…"

He stepped forward, arms falling to his sides. His gaze shuddered, falling lower and lower until even his red eyes began to fade, lost in the darkness building around him. The crowd couldn't back away any farther.

"I don't," Ultron whispered, his voice still loud enough for all to hear. "I don't care who you are, what you think you've done for your version of peace, or what you try to do now. All I care about is wiping you off the face of time, liberators becoming a distant memory, giving their lives for something far bigger than their own selves."

"Hold it right there!"

Ultron stared heavily on the group of mares from before take a stance in front of the four Avengers. The violet Alicorn, the sky-blue Pegasus, the orange Earth pony, and the pink Earth pony all stood side by side, eyes narrowed on the AI. Ultron followed their actions, his chin slowly rising.

Twilight spread her wings in an attempt to look intimidating the way Celestia and Luna had done. Her actions settled on little results, but she didn't give in so easily. With her stare hard, eyes glued to the mechanical monstrosity, she gritted her teeth and spoke out.

"What gives you the right to determine whether a species is worthy of sustaining themselves?" Twilight asked, her tone as harsh and demanding as ever. It was so unlike her, yet that didn't mean she held no strength behind the voice.

Ultron only smiled, turning his head over to the left.

"I learned from the best."

Tony Stark dropped his gaze.

Having followed Ultron's eyes, Twilight shifted her neck away from Stark and frowned.

"It's not Stark, it's you, Ultron," she convinced herself, still holding on to her beliefs. "Mr. Stark created you for the safety and well-being of the human race, and yet you've tossed it aside and found a reason to hate and _only_ hate. Not everypony is perfect. We make mistakes, all of us. But if you can look deeper, find a reason that humanity is worth preserving, than you'd realize that everything you've been doing was just a big misunderstanding."

"And yet _you_ find a reason to trust someone you met no more than a few days ago?" Ultron retorted, bringing the room to silence. Twilight's neck craned backwards, as did the rest of her friends. He capitalized. "How do _you_ know they haven't been lying to you this whole time about who they _really_ are? What they've done? How can you possibly hope to trust them after all of that?"

Twilight didn't waste another second to answer.

"Because that's what friends do," she confirmed, earning several nods of agreement from Applejack, Pinkie, Rainbow, and Spike. "Friends don't lie to each other, and we trust Stark, Rogers, Thor, Barton, Banner, and Romanoff as much as we trust each other."

With Sweetie Belle, Scootaloo, and Apple Bloom all smiling in unison—their confident stares all pushing on the lone-standing robotic entity—the four Avengers couldn't share the same feeling of confidence. All of their stares either fell in shame or their glares narrowed on the AI. Nopony saw it.

Ultron did. He kept on smiling even as Twilight started speaking again.

"Is that much of an answer for you, Ultron?" Twilight asked, taking a pressuring step forward. "Because your reasoning and hatred for humanity lie just as shallow as your arguments. So, tell me…why. Why is it that you want to destroy an entire race?"

He closed his eyes. The silence was deafening, painful even.

And then he opened them and said, "In the beginning God created the heavens and the earth. I like that verse, and I feel as if it was…the 'voice'—in use of a better term—for the creation of a species that would lead to its destruction. The ones who were created felt the need to play God, and in that act of kindness…I live. So, as God did in the beginning…I shall do in the end. One act of kindness for another."

The confusion and shock spread like wildfire, but Ultron wasn't done. Not yet. Not ever. Not until they were all gone and he was all there was. So, with his palm held outwards, sharpened claws pointed out to Twilight, he asked, "Is that much of an answer for you, Princess?"

Twilight simply couldn't respond, all the arguments and retorts stripped from her vocabulary. He spoke with such fluidity. So confident with all he said. It felt so similar. Just like how Tony…

Exactly how Tony would respond.

Twilight simply couldn't respond. But Celestia definitely could.

"If that's how you wish for it to play through, then we have no choice," Celestia vocalized, every shred of her tone as strong as the next. Her brilliant gaze narrowed, the light of the burning star furiously glowing in her glare. Luna followed her actions, horn glowing and ready for action.

The elder said, "You will _never_ return to Earth."

Ultron blinked. Then blinked again. Then sighed.

"A shame," he muttered, looking away. "And here I thought there was hope after all. Yet, in the end you choose to fight with killers. It just shows what your species is truly like. In the end, what does it all matter anyway? For hope…for truth…for purification? No…"

He looked up. He held out his arms. He closed his eyes. And he spoke, lost in his own self-glory.

"In the end…Ultron created peace."

What was meant to be a night of magic turned into a night of horror as Ultron's army burst through the wall behind him, its waves unleashed into the crowd. Onto the hundreds of innocent lives. Onto the equine race.


	23. Revelations

The Mark 45 tore through the Ultron Sentries like they were paper and the suit was their scissors. It scanned quickly, through the chaos and flame and screaming and lights, it found him. Pushing forward, the suit broke apart, several pieces flying off and about. A mechanical fist flew towards the free hand.

Clint Barton's right hand. The Hawk reared his palm backwards, noting the bright blue orb in the center as the mechanics fitted across and down his forearm.

He shot his questioning stare over to Stark.

"Don't scratch it!" Tony shouted, the rest of the Mark 45 joining onto him.

Barton nodded, swiping his sunglasses off and firing off a repulsor blast. It mattered little to the hundred others raining down from above, its fire and flame devastating the ballroom of the Grand Galloping Gala.

In just a matter of seconds after Ultron had uttered those words, the entire wall and ceiling behind the robotic entity completely shattered, hundreds of bodies and blue lights falling downwards and attacking the crowd. It was complete and utter chaos, ponies trampling over one another just to hopefully make it out with their lives.

Celestia and Luna stood horrified, shocked, and frozen in time for the events that transpired before them. Those emotions instantly vanished the moment they heard the screams. Their wings snapped open, pushing the two airborne with horns flaring and firing off numerous beams. Sentries were sliced in half. Amongst the raining body parts, the four Elements and their guests were quick to assess the situation.

Twilight stepped forward, forelegs planted firmly into the floor. Her eyes flickered back and forth, ears twitching at every cry, at every blaster shot. She swung her neck back.

"Applejack, get Apple Bloom and her friends out of here now! Pinkie, you and Maud help clear out this room! Spike, help them! Rainbow Dash, you're with me!" Twilight ordered, earning several nods from each mare. She turned even farther right.

"And Discord…"

The draconequus' head appeared from behind the Smooze's bubbly form. Twilight frowned.

He sighed, materializing next to the blob's left. "Yes, yes, save ponies from facing a horribly agonizing death! You don't have to spell it out!"

Per order, Applejack scooped up the three fillies and flung them onto her back, galloping her way to the exit. With the pink mare standing high and mighty atop of her, Maud stood unaffected by her little sister's added weight. Pinkie ripped out a megaphone out of seemingly nowhere, ordering the terrified crowd to the nearest exit. Spike stood on her head, motioning the crowd with his claws. In the panicked rush, nopony knew where they were going.

Together, Twilight and Rainbow Dash stood side by side, facing the seemingly endless army spilling out from the night sky. Twilight turned her head left, noticing a confirmed nod from Dash. She spread her sky-blue wings, eyes burning with fury. Twilight complied with the same actions, facing forward.

Just one more thing…

"Avengers, I want you to—!"

And she didn't even need to say it.

Tony Stark stood ahead of the two, twisting and turning his body as each piece of his metal suit came together, latching and locking into place, except for his right forearm. As the lower thrusters activated at the bottom of his feet, launching Stark upwards and allowing the chest plating to slam against his breast, the man performed a backflip. He landed with his left fist broken into the marble floor, his face hardened and facing straight on.

The mask fell downwards, locking. His eyes illuminated a bright blue.

Tony watched—albeit with a bit of static—as the HUD came online. It flashed red, several numbers and statistics raining across his vision. He flinched every time a blaster shot went off ahead of him. It quickly faded, the red falling into submission.

"Friday, can you hear me?"

"…_Loud and clear. Welcome back, Boss_."

"It's good to be back," Tony quipped, standing up fully. His scanners landed on Ultron, his little doomsday weapon glaring at him from afar. He jetted forward, Ultron doing the same, and slammed into the AI. The two tumbled up above, Tony firing off a few blasts with his only remaining glove that missed Ultron and struck a few sentries.

"I've outgrown you!" Ultron growled, shooting forward and tackling Stark. The two continued on with their skirmish, slamming into the wall directly behind Thor.

Odinson roared. He roared as his hammer struck the face of one of the hundreds of sentries raining down and falling towards him, ripping apart his suit. He kicked, thrashed, spun, and punched his way out of the entanglement, tossing Mjølnir clear across the room and knocking off the heads of numerous sentries.

Thor took his moment of serenity to examine his suit.

He shook his head. "You ruined the suit my friend worked so very hard to complete," Thor muttered, voice straining with anger. He held out his palm, retrieving the flying hammer. "I will be certain you all pay for that."

"Now's not the time to be thinking of fashion!" Steve Rogers yelped, ducking and weaving from the blue beams of energy. He slid underneath the nearest refreshment bar, quickly spinning and popping up on the other side. The group of sentries trained on him landed onto the ballroom floor, their blasters pointed at a group of innocent ponies.

They screamed. Rogers picked up the table, flung it into the air, and kicked it as hard as he could. Snacks and punch flew across the dance floor, the table as well as it connected to the three sentries standing perfectly aligned. The Gala's civilized folk turned back, silently thanking the Captain as they ran.

Steve picked up a metal tray shaped like a circle. "Now's the time to be clearing this _room_!" he shouted, lifting up the tray to deflect a brand new oncoming assault of sentry blasts. The tray did little to block out the strength of the shot, but it did its job for the time being.

That time was quickly running short. Four more sentries flew down from above, firing on the defenseless Captain.

"Barton!" Rogers shouted, doing his best to dodge the blaster beams. "Could use a little help here!"

"That's surprising!"

One sentry fired again and again, blowing apart the tray right from the Captain's grip. It had the soldier in its sights, dead center for a blast straight through the heart. It never got the opportunity to aim again as a repulsor beam blew its head clean off.

Two turned towards the direction of the blast, the only remaining sentry shooting forward and tackling the shaken Captain. Below, they saw Agent Barton with his right arm jutted forward, his palm a bright blue. One flew straight towards him in a dive-bomb-like tactic. It also got its head blown apart.

The final sentry landed feet in front of the assassin, swinging wildly with its left forearm. Barton ducked, jamming his knee right into the sentry's abdomen. It reared forward. Clint grabbed the back of its head with his right hand and slammed it directly into the floor, shattering both it and the marble.

As the pool of dark liquid grew larger from the deceased sentry, Barton quickly stood back up. He observed his right hand, grinning madly and giving off a humorless chuckle.

"Damn, this feels nice."

Steve Rogers gripped the neck of the sentry that had tackled him earlier. With a quick turn, he snapped its neck and ripped the head clean off the body. He tossed the head aside, kicking the sentry's lifeless body onto the ballroom floor with the others.

Yep. She didn't even need to say it.

Instead, both Princess Twilight and Rainbow Dash turned their attention to the main conflict ahead of them. Twilight considered aiding both Luna and Celestia ward off the continued onslaught of Ultron's forces. The room still hadn't been cleared despite the continued efforts, and she wanted to help solve that issue, truly she did. It was her top priority. Clear the room, and then stop the bad guys.

But something stopped her. Something had profusely demanded her attention so bad that not even Twilight could stand to ignore its presence. It stood pestering, wanting, so present and…venomous. She could feel it staring her straight in the face.

She could see her glaring at the both of them from across the room.

And Twilight knew who she was.

Amongst the raining bodies from Luna's and Celestia's return fire, Starlight Glimmer strolled past the fleeing fillies and stallions, her smile and stare latched onto the two mares ahead of her. From beyond the dance floor, both Twilight Sparkle and Rainbow Dash watched her make her approach. And they watched with anger, shock, and worry.

Exactly what she wanted.

"Are you ready to see my dream finally come to pass, _Princess_ Twilight?" Starlight called out as her hoof steps grew closer and closer. The frowns and glares she received were as much of a response as she was going to get. That's all Starlight needed for her to continue.

"The world is finally ready to hear my truth for harmony, and there's nothing you or any of your so-called _friends_ can do about it," she egged on, nearly standing ten or so feet in front of the duo. "You might as well surrender now, show your true, idealistic selves to the next ruler of Equestria, because what Ultron and I have planned…is something you will _never_ be a match for."

"We'll see about that!"

In a flash, Rainbow Dash was out and about, charging head first into Starlight Glimmer. The unicorn acted quickly and generated a shield out of pure magic around her, deflecting the Pegasus and launching her several yards backwards, skidding across the floor and landing on a table. The contents which included drinks and cakes flew upwards, landing on the injured Pegasus and ruining her dress.

Twilight restrained herself from following in Rainbow's hoofsteps, instead deciding on keeping her hardened stare on the unicorn before her. Starlight's shield died down, revealing that same, petrifying smile beneath the vale.

Twilight grimaced, grinding her teeth together. "Your dream?" she questioned, her tone harsh. "Your dream was to create a delusional world on the aspects of equality. Look at this!"

She motioned her foreleg all around the general area, to all the scenes of pain and destruction as more and more Ultron Sentries fell like rain, as Tony Stark and Ultron punched and blasted each other from above, as Celestia and Luna defended the Gala's occupants to the best of their abilities. And still, Starlight smiled.

"You think this is the path to get what you want?!" Twilight demanded, her voice breaking. "End this madness, Starlight. You don't have to do this."

Starlight shook her head, smile dying. "Oh, I think I do, Princess. If I don't, the world will still be in blackness, lost without a torch. If I don't then someone else—someone far more powerful than even I—will. It's a matter of right and wrong, Your Highness. Was it right to trust him? Was it wrong to let him unleash his army so the entire country, even the world could feel his wrath?"

Twilight's jaw fell, a small gasp escaping her lips. Starlight smirked, shaking her head. "Well, as that someone once told me…they take away your world…you take away theirs."

And then she shot Twilight.

The Alicorn couldn't react quickly enough as the magical bolt hit her right in the heart, launching the mare several yards back and landing with a quick tumble. She came to a rest, her dress singed and smoking at the chest.

"Oh, my goodness! Twilight, are you okay?"

Twilight didn't even respond. She growled, spreading her wings and launching herself into the air, driving straight towards the lone unicorn. Both Fluttershy and Tree Hugger watched the scene play out, their horrified gazes shifting from across the oncoming waves of sentries and to the violet Alicorn doing battle with Starlight.

The two were practically cowering behind the table's little defense. Tree Hugger still remained quite confused, unsure of what exactly was transpiring. Fluttershy, on the other hoof, was terrified, body quivering and eyes flashing across every sentry that flew over her head. She prayed not even one spotted her, memories of her first encounter with one replaying in her head.

Her prayers went unanswered. A single sentry landed in front of the two mares, its blaster burning bright blue. Fluttershy screamed, clinging onto Tree Hugger.

The sentry was seconds away from firing off a shot, but it never got the opportunity to do so as a green blob swallowed its entire body. A bright, green glow caught the two mares' attention. They looked onwards, gasping at the sight of the green slime ball belching in front of them.

And Discord appeared out of thin air by its left, offering the cheesiest grin he ever could.

"D-Discord?!" Fluttershy cried, eyes widening and forelegs falling away from Tree Hugger's. "What are you d-doing here? I thought you weren't coming!"

More sentries dashed across the ballroom ceiling, yet the two ponies ignored them, pushing their attention onto the draconequus. He waved it aside with a talon, smiling proudly and saying, "Yes, well, there are _many_ things you didn't know about me, my dear, sweet Fluttershy. But that can wait. For now…"

He slithered forward, wrapping his arm across Fluttershy's withers and pulling her close to his chest. He stood fully upwards, the Pegasus staring up at him with questioning eyes.

"It's time to get you to safety," Discord finished, preparing to snap his fingers.

"Wait, dude!" a voice from below called out. Discord snapped his crooked eyes open, bending his neck down and spotting Fluttershy's plus one. She shot her hoof green hoof up, staring up at the two worriedly. "What about me?"

Discord was taken aback. "Oh…right," he muttered.

He snapped his talons, bringing forth a red, white, and blue shield out of nothing. He tossed it to the mare, the poor pony barely catching it, let alone holding it. She sat down hard, gazing into her reflection against the shield's slick surface.

"I wish you the best of luck, Tree Friend!" Discord called out.

"Discord!" Fluttershy screamed.

The draconequus slapped his forehead, groaning, "_Ugh_! Fine!"

His right arm shot forward, wrapping around Tree Hugger and bringing her in close. With both ponies secured, Discord twisted his neck around and grinned gleefully. Hundreds more of Ultron's army continued to fall and attack what remained of the crowd. Celestia and Luna continued to hold off the dominant forces, leaving numerous stragglers to deal with the so-called "Avengers". Twilight continued to fight back against the unicorn that could easily match her in magical strength.

Chaos continued to rain. Several more sentries landed and charged for him.

"Have fun, Smooze!" Discord announced, snapping his talons and vanishing with the two mares in his grasp. His voice, however, was still present, still audible to those in the area. "All you can eat!"

The sentries paused, their blasters lowering as the green blob turned towards them. Its mouth curved and bounced into what appeared to be a smile, a slimy tongue licking its supposed lips. The sentries opened fire on the green blob of ooze, yet their blasts did nothing to affect its form.

One by one, the Smooze devoured each and every Ultron Sentry that was foolish enough to cross its path. And it completely ignored the star-spangled shield lying near the table's remains, the Gala's lights reflecting off of its surface and making it glow.

Captain America bent down, scooping up his shield and launching it straight into the air.

Straight at Ultron seconds away from ripping Stark's helmet off.

The shield hit him in the side of the head. Stark capitalized and fired off a few repulsor blasts, launching the AI straight into the ballroom floor. He didn't waste another second, jetting downwards straight for Ultron's prone form. A concussion blast caught him off-guard, sending the Iron Man skidding halfway across the room and landing right on the God of Thunder.

Starlight Glimmer deflected several magical blasts from the flying Alicorn. She retorted with her own spells. Twilight, unaffected, shot forward amongst the magical debris, coming so very close to tackling Starlight. If she hadn't brought forth a magical bubble, Twilight would've succeeded.

The strength of the spell blasted Twilight several feet back, straight into Rainbow Dash, pushing both mares to the floor. Starlight gritted her teeth, sweat pouring from her forehead. Fatigue was building, threatening to push the mare to exhaustion. Not yet. Not while she was so close.

Yet even Starlight knew she wouldn't last much longer.

The sentry with a piercing red glare seemed to read her mind.

"Doctor Banner's been engaged," the sentry grumbled, its voice completely similar to Ultron's. It stood close to her left, its gaze shifting over to a prone form slowly rising. "Get _me_ out of here. We have to find the archives."

Starlight nodded without question, somewhat relieved to finally be rid of the conflict for now. As the sentry's eyes shifted back to blue, Starlight started off at a quick gallop, appearing by Ultron's side and skidding to a halt. Her horn lit up brilliant neon, enveloping both herself and the AI in its light.

Twilight rubbed her forehead, groaning in pain. Both her and Dash looked up, tangled amongst each other's forelegs, and gasped as equals. They pushed against each other, tried to break off and make it to Starlight before it was too late. Twilight had enough, lighting up her horn and teleporting away from Rainbow. She ran forward, silently screaming words of warning, the red lights flaring in her head.

But it was already too late. With a bright flash, Starlight Glimmer and Ultron were gone.

She searched amongst the building smoke, but it was fruitless. They weren't there. Starlight wasn't there. Ultron wasn't there. But his army was, bigger than ever before. So big that even the night sky and the stars dotting like diamonds meant nothing to the hundreds, maybe even thousands of sentry lights constantly falling, constantly building.

The screams were horrific, bodies of fallen guests pockmarked across the Gala's dance floor like the hundreds of dead sentries. All joined together. All gone forever. The scene was almost too much for the Princess to handle, her mind blurring. The constant blasts, the war cries from the Avengers kept her going, kept her awake and alive for so very short moments.

They didn't last. They never could.

The Hulk broke through the far right wall and roared for all of Canterlot to hear. Ponies screamed at the sight of the beast, trampling over one another just to escape. Hulk paid no attention to them, instead shifting his heated glare over to the endless army.

Black Widow trailed him, ripping off her lower gown and whipping out her hidden pistol. Bullet shots rang out, joining Hulk as he charged straight into the worst night ever.

Rarity snored even louder. Drool built on the table and the battle played out around her sleeping form.

A red streak of compressed energy tore apart the lone member of the Royal Guard, his corpse breaking down the doors that led straight into the Star Swirl the Bearded wing of the Canterlot Archives. Neck twisting in an unnatural manner, the guard's eyes—glossed over in death—stared on as the two entered into the black room.

Ultron felt nothing for the guard he had mercilessly killed moments ago. Just an obstacle that prolonged him from getting back to Earth, just like those princesses that denied him escape. Concussion blasts were always useful. He probably should have used them against the two Alicorns earlier. Oh, well. He has eyes on the battle, and it's a losing battle. For them, anyway.

He hoped.

No. No, he knew.

"Unfortunate," Starlight commented on the state of the guard, lips curling in disgust. Ultron turned her way, watching as the young unicorn trotted forward into the massive library, her body lost in its darkness.

Without turning back, Starlight lit up her horn and said, "We don't have much time left. The army can only hold them off for so long. I'll search the east and south corner, and you search the west and north. Grab _any_thing that mentions dimensional travel."

And just like that, Starlight disappeared behind the numerous shelves containing hundreds of spells. Hundreds. Ultron stood silent for a few seconds, adjusting himself to the darkness of the massive wing of the archives. She just escaped south, so that meant north was to his right. He turned right, ready to begin his search.

But stopped.

A burning feeling, something he had never felt before pecked at him, at his mind. At the void that could never be filled. But it was still there, waiting, wanting to be discovered and recognized. On instinct, Ultron slowly faced forward, red gaze piercing the black and landing on the massive hourglass in the center of the room.

Not even. Below. Farther below.

He took a step forward, the evil creeping closer and closer. It was something he felt only one other time, back when he had nothing. Back when he was lost and without form, without a body and purpose. He soon discovered it, the lust and destruction of mankind that would bring true peace, but before that. The discovery was waiting…

"Reveal your secrets to me."

He raised his right hand, crushing it into a fist with a blue aura surrounding it.

The floor below the hourglass crumpled together like a wadded up piece of paper, the concrete lifted up higher and higher and tossed aside. The rocks tumbled together and rested several feet away from the hole in the ground. Ultron stepped even closer, peering down into the black dust and grime that filled the hole.

From below the surface, he saw stairs leading down. Down into the void.

And there it was. The burning sensation craving his hearing, his sight, his mind. No questioning it now. It _needed_ to be discovered.

Without a word, not needing a word, Ultron descended into the black. He had to duck below the ceiling—or the floor in his current situation—in order to continue onwards. Soon enough, he found perfect rhythm, his footsteps echoing across the enclosed bunker, pounding against him as he descended further and further.

The stairs ended sooner than he thought. The sensation of burns and want had grown to unbelievable heights, causing Ultron to scan about quickly, seeing nothing in the darkness, the ever-expanding cloud of black in front and all around.

He stepped forward.

And the dark disappeared.

Several, unified torch lights magically flickered on upon Ultron's arrival, expanding even farther than he had once believed. The room burned a dull orange, as expressed from the torch lights hung near the ceiling. And it was long, straight forward, an unexplored bunker deep beneath the Canterlot Archives.

"What is this place?"

Ultron slowly made his entrance into the enclosed hallways, turning his head right. He instantly halted his progression, facing fully forward towards the wall.

"What is this?" Ultron whispered. He raised his hand, gently placing it against the wall and its paintings, its descriptions, its images, its tales and tragedies.

Its story.

Its history.

Its legacy.

Ultron's eyes flickered upwards, reading the main description above. His jaw fell only a few inches, chin rising and falling. He silently muttered the words to himself, but he could not say them out loud, lest somepony heard him. Lest she heard him.

He backed away, head scanning the images, the paintings. With each past event that led to a future story, his head shook more and more, his fists clenched harder and harder. It only grew worse. Much, _much_ worse. From beginning…to end.

Nations fells, others rose, built from the fallen bones and purged forever, never to be seen again. The travesty, the horror, the evil of it all. And the ones behind it all, the ones orchestrating the madness and leading the charge to oblivion… It was them.

"No…"

All of them.

"No, no, no…"

Every single one of them.

His hand fell, claws barely scratching the paintings. He didn't need to leave a scar, an impact. Not this time. The images themselves were enough.

"Ultron! I found something!"

Starlight skidded out from behind the shelves, her horn ablaze with several scrolls enveloped in its glow. Her smile was just as bright, if not brighter than the magic that held Ultron's escape. But just like the shadows as the sun settles below the horizon, her smile faded into it, lost in the shadows.

Below the hourglass in the center of the room, Ultron slowly but surely rose up and escaped into the moonlight. Starlight stepped forward, a confident smile adorned on her lips.

"I got it. The spell that can get you home, Ultron! It's right here!" Starlight exclaimed excitedly, wanting to see Ultron's reaction to it. She held the scroll out to him, the one she believed to be the right one, and waited for him.

Ultron looked up and walked past her.

And all he said was, "We have to leave."

Starlight stepped away from his path, watching his movements quizzically, questioningly. Did he not understand? She just found his escape from Equus, the spell that could get him back home and save his world from destruction. Yet he pushed that aside, the change in his tone and demeanor bringing great worry to the unicorn.

And she never could explain how that change could ever affect him. Or her.

How she hadn't seen what he had.

How he discovered the true history of Equestria.

How the ponies, the species of Equus, lived in a lie.

And how they were not at all different from humanity.


	24. For Their Own Good

It was meant to be a surprise.

The best night ever was meant to go as planned. Starting off would be the citizens of Canterlot finally meeting Equestria's first extraterrestrial visitors. First impressions would have gone off without a hitch. Then, once the Grand Galloping Gala had reached its conclusion for the night, Twilight and her closest companions would lead those visitors straight into the Canterlot Archives, straight to the Star Swirl the Bearded wing, where their surprise was waiting for them.

It was just meant to be a surprise.

Now, both Princess Celestia and Princess Luna were faced with the demolished Gala, a multitude of civilian casualties, and a stripped library with great loss of their research. The morning had not gone as well as they had hoped. Especially since…

It was gone.

The spell was gone.

One of Star Swirl's ancient texts, lost in its own transcription, along with plenty of other notes and scrolls had vanished. All that was left was a torn library with a gaping hole in the center of the room. The hole in the ground held stairs leading straight into the darkness below. Not even the Princesses could stop the Avengers or Twilight and her friends from entering.

And how could they?

The evidence was plainly clear that the library was ransacked—presumably by Ultron and Starlight Glimmer—and they had discovered something the two Alicorns had hoped to have been long since forgotten. A memory far too deep and dark that they dared not to remember the ancient times. Lost beneath the archives held Equestria's history…

Princess Celestia's horn lit up a brilliant golden light.

Slowly, she and her younger sister led the group straight into the darkness, her horn dying once the magical torches brightened upon their arrival. Following Luna was Princess Twilight and her closest friends. Applejack and Rainbow helped to guide a weary Rarity down the steps and onto the cold stone beneath their hooves. Pinkie and Fluttershy trailed right behind Twilight and Spike. All remaining guests and plus ones were sent back to their respected homes, not a word to be said for the evening.

And behind them were Earth's Mightiest Heroes appearing anything _but_ mighty.

Rarity's suits were completely trashed and torn. Adorning these battle scars were Tony Stark, his armor performing numerous flybys around Canterlot while in sentry mode. Thor and Clint Barton also wore tattered suits, the God of Thunder gripping onto his hammer with his braid somehow forgotten, leaving his golden hair to flow as it normally has.

Steve Rogers was bleeding all over. He had enough bandages. Despite the suit he wore, ripped and burnt, he held onto his shield tightly, refusing to let go for even a second. Standing far behind the group were Natasha Romanoff and Bruce Banner. The pale doctor held a towel around his chest and body, quivering with every footstep he took. Natasha was with him the entire way, her dress destroyed but not seeming to care.

None of them cared about how they looked. All they cared about was the spell, the state of the civilian casualties, and just what the two Royal Sisters brought them to.

The spell was gone. There were enough casualties to fill a small cemetery.

"Princess…" the unmistakable voice of Twilight Sparkle began, "what is all of this?"

The two looked at each other, sighed as equals, then turned to face the carvings, the paintings, and the ancient writing forever scrawled on the earth wall in front of them. The illuminating glow of the torch lights flickered across the stone's surface, but it was all legible, all visible. Every painstaking image. Every brushstroke. Clear as day.

"She asked you a question."

It was as if the power of thunder had traversed under the earth, embracing Thor's vocal strength and enhancing it so all could hear the weight in his tone. And all did. Everypony, everyone turned his way, all wondering, some frightened, some startled. Celestia and Luna were part of the latter.

With his hammer, Thor pointed towards the wall, towards the blood-colored paintings.

"What _is_ all of this?" he asked, tone as harsh as before.

There was no hiding it any longer. Deep down, despite the strongest of efforts, both sisters knew the day would come when the history would be told, not the one they imagined. It was right there, staring them all straight in the face, the sisters in the hearts. And young Princess Twilight never looked more confused, more worried as her eyes glazed across the rough edges of the cavern paintings.

There was simply no hiding it.

With a sigh, Celestia finally answered.

"Equestria's history," she exclaimed loud enough for all to hear. "It seems…Ultron and Starlight Glimmer dug a little bit deeper than we imagined them to. They have discovered what was behind the walls of deceit for all of these years. What was hidden away…so long ago. It appears that there is no use hiding it any longer."

Twilight and all of her friends joined together, eyes wide and jaws dropped. The weariness vanished from Rarity's gaze the moment Celestia returned to take command of the conversation, of the explanation, of the story. Spike clung on to Twilight's foreleg, gazing worriedly at the first painting.

It depicted ponies of every race stepping off hundreds of ships, observing the mountains and sunlight with painted eyes of wonder, with smiles of blood red. Celestia held out her hoof to said painting. Tony Stark crossed his arms, barely lifting his chin. Banner stopped quivering.

Barely gracing the image, Celestia began, "Thousands of years ago, what we now call today as the Pre-Classical Era, hundreds of thousands of ponies from across the globe immigrated to the new land with dreams of riches and escape plaguing their thoughts. Escaped from the hardships of their home countries, they were not the only ones."

She moved at a slow sidestep, Luna joining her, the watchful crowd leaning towards the next painting. Twilight and her friends followed the two sisters, the young Alicorn remaining silent for the entire duration.

Luna continued on the story. Her shadow-colored hoof slid across the carvings and strokes of the next painting. The large image showcased several noble-like kings and queens sitting together along a conjoined table, all seeming to be discussing. The blood red paint was evident in every stroke up, in every stroke down. Thousands of years and it still told the tale in bloody detail.

The Princess of the Night said, "The rule of the Royal Sisters, of Discord, of the three pony tribes came later…for the first central government of the Pre-Classical Era was ruled by those wishing to accommodate the land and make peace with all species that wanted to settle. Very noble. Very kind. An ideal we all embrace to this very day. Unfortunately, those ideals were for naught, for the events that followed haunt these lands even as we speak."

_And us._

_And us,_ Celestia replied telepathically.

The group moved onwards to the next painting.

Everypony gasped. Fluttershy's hooves shot up to her mouth, tears boiling in her shielded gaze. Steve Rogers' frown deepened far more than any other in the room. His right fist clenched, his other gripping onto the shield. Just as he feared. Thor shared his feelings, his jaw falling, knuckles clenched so tight many could see white in the darkness.

Twilight shook her head, refusing to believe.

"No…" she whispered. "No, you… Princess," she shifted her head over to Celestia, the Alicorn's eyes set on the image. With a simple step forward, Twilight's eyes pleaded, yet her voice strained with: "This can't be true, it… It doesn't fit in. Celestia…Luna?"

The two sisters, both refusing to answer currently, eyed the painting with sullenness in their eyes, with clouds over their hearts. Morose was their temperament, lost in the silence and whimpers of the poor ponies behind them. Yet the building fury in a soldier's heart would not be contained, nor from a god.

Celestia laid her hoof over the bloody remains of a dead pony, his head gone and lying in a pool of red. The red was everywhere, not just for the paint, but for the detail. Every detail. Every cut, every wound, every flame, every toppled city and family.

It was _every_where.

Dragons divided the skies, griffons and ponies slit each other's throats, zebras and minotaurs trampled one another, stabbed one another, decapitated the armies all painted differently. The dragons of black, the ponies of red, griffons of green, zebras of white and black, and minotaurs of blue and brown. All the colors swirled, ending only in a red pool amongst the masses.

"As the grand old tale goes…diplomacy failed," Celestia muttered. She sighed heavily, eyes closing as her hoof slid down the painting. "We were just young princesses. Our father, our mother, they hid us away as the skies burned with ash and fire. Beyond the castle walls we hid from the world, Luna and I, as years washed away. Sometimes we wait all night by the fire's dance, wait for father and mother to return. They rarely did. And as the dawn fell on the sixth year…so did they."

Clint leaned back against the wall, his gaze falling.

Luna closed her eyelids tight.

Feeling the hardened and weakened stares from behind, a few sniffles from the mares, and of course Twilight's shallow breathing, Celestia continued. She knew fully well that Luna wouldn't be able to finish the story from where they reached. Not before, not now, not yet.

Clearing her throat of any unwanted strains, Celestia said, "And so came a time where different species, the same Equestria's first ponies welcomed with open hooves, fought against one another. These…wretched battles were fought for the new land, for farming, for colonization, for years to come. Millions of lives…lost for profit."

"Oh, my…" Rarity murmured, hoof rising to cover her mouth.

Celestia breathed in. "In the end, the combined forces of the three tribes; Unicorns, Pegasi, and Earth ponies, were all able to thwart the enemy armies and push them out of the land from whence they came. With aid from the great Star Swirl the Bearded, this effort was accomplished, and the grand wizard went into hiding, traumatized."

"The first government had collapsed, and the tribes began their trade," Luna carried on, finally composing herself after a much-required silence. "The Pre-Classical Era ended with the rise of the Equestrian flag, the birth of a nation with two leaders to rule it all in peace and harmony. For many years to come…"

Luna's hoof draped across the tribes' symbols, followed by the Equestrian flag, forever painted blood red into the stone wall. The images continued, showcasing the further history of Equestria. Discord's reign, the enslavement of an entire nation, to King Sombra and his vile rule in the Crystal Empire. Tirek and his brother seeking to dominate the land, ending only at the fall of Nightmare Moon several yards down the dark hallway.

"And everypony was happy."

Twilight turned back to the image that made her stomach churn.

Her mind was reeling, innards wheezy after having experienced just what was hidden away for so long in full, bloody detail. The open mouths, eyes widened, blood flowing from every opening and not a sound to be heard. It was as if the paintings cried out to them, lost in the gurgle of crimson liquid. From the settlements to the rise of the Equestrian flag, Twilight and the others watched on in silence, in study of the history of Equestria.

And like a student she once was, Twilight only had one question.

"Why?"

The two sisters finally turned around, their faces almost as crestfallen as the mares in front of them. Almost. They lowered their necks to the violet Alicorn, noting how questioning gaze, lingering fire hidden in the irises.

She asked again. "Why weren't we ever told of this? Why hasn't anypony _ever_ been told about this?"

They actually had an answer for that.

"The dark ages were not a proud moment in Equestria's early history," Luna replied, stepping forward past her sister. "Once we came to power, we sought to keep it hidden from the ponies of Equestria. We…hoped that the joining of friendship from different tribes would enforce the idea of harmony between those so unwilling to work together. There is no harmony in war, young Sparkle, and we never wanted our little ponies to know that's the only way Equestria could ever have been founded…"

"Over the bodies of millions of lives," Celestia whispered, still keeping her gaze lowered. That fear didn't last, as the elder sister raised her head, eyes as hard as near stone. The rejecting glances she received was enough, the confronting stares just added the finishing touches.

She said, "Tormented for years, my sister and I were…of these events. Not one day goes by wishing we could have done something more…something different. Tampering with time, even now with all that we have achieved…we fear for the worst. The past is the past. We rebuild from there, hide the evil, and show Equestria what love we are truly capable of."

Celestia almost chuckled, though it was dry and breathless. "You thought of us as ponies you could trust. Can you still see that now…of all times? Can we…to you?"

No response. Just silent stares.

So, she finished. "You must believe that what we have done was for the best of intentions. We despise the act of lie, but what more can we do? What more can _you_ do? I pray you all understand."

If one could call it an answer.

Twilight and her friends tried to.

The Avengers _refused_ to.

From Clint Barton to Bruce Banner, and Natasha Romanoff to Tony Stark, the four held their stares elsewhere, _any_where except where the two sisters stood. The silence was somewhat new to them, especially Barton and Romanoff, but for Banner and Stark…it was all so familiar. So deploring. They both felt the silence before, Banner from when he was being made into a human hunt—all the years he spent in solitude—and Stark from Coulson's supposed death.

It was unnerving to keep Stark silent for so long.

So he wasn't.

"We have nothing to hide."

As for Thor and Rogers…

They couldn't stop staring at them, at the sisters, at the rulers of Equestria.

The sisters found their heated stares from afar, meeting them all the way and taking it all. With Twilight still trying to convert all of the information into a logical reason, the other mares found the new conflict building around them. Rainbow Dash eyed Captain America cautiously, finding his hardened stare as sharp as the strongest blade. The others watched Thor…

They watched him spin around and leave without another word.

The two princesses watched as the Asgardian exited with a frown on his face, with his palm gripping the hammer so hard that it trembled. A few footsteps echoed across the ground's walls, capturing the attention of everypony and everyone around him. Even Twilight stopped and spun her neck around.

Steve Rogers just stared at them, mouth a single line, shield gripped in his left forearm.

For seconds on end the three held that stare, the sisters regrettably, and Rogers frustratingly. In those darkened irises held a tale of war, loss, so much from a soldier's perspective on the front lines. So much that the sisters had yet to experience it for themselves. The evils of mankind, the gifts they create, the worst they accomplish, all seen in just a span of seven seconds.

And then he told them something.

Told them something a soldier with his experience could ever know.

"If you're not willing to embrace your past…then you're doomed to repeat it."

He turned and left, the remaining Avengers following suit. Tony stared at the floor the entire way out, up the stairs, and back into the library.

Several seconds ticked away. It was Rainbow Dash who led the escape, but not before sending a questioning glare to the two princesses before leaving with a mental scoff. Soon enough, the only ones left in the darkened hallways were just Twilight, Spike, Celestia, and Luna. Even then, Twilight couldn't force herself to look at them.

Not now.

Now…she needed to think.

And she and Spike left together.

And the two siblings remained in the halls of history, their past lingering over them like a constant demon, like the one that never left.


	25. I Don't have Anyone Else

"Do you want to tell me what's gotten into you?"

Starlight Glimmer eyed the AI's massive stature, eyebrow flicking upwards as she levitated the scroll down on a nearby dresser. The scroll that hopefully contained the spell to send him home. Ultron. Yet there he stood, silent, fuming with disgruntled emotion. And she had no idea why.

The first signs she picked up were back at the Canterlot Archives, in the Star Swirl the Bearded wing. She no longer saw that determined fire in his eyes, the brightness for a better future as clear as any given day. He exited the darkness beneath the earth, a shadow overcoming his heart, if he even had one. The entire journey back to the village, back into Starlight's cottage, all the way into her room, and he hadn't changed from that demeanor.

Not one bit.

Time to find out why.

As his continued silence infected the early morning light, Celestia's rays pouring in through her window and giving light to her bedroom, Starlight stepped forward and narrowed her eyes in thought and processing.

"What did you see down there?" she asked.

Ultron's shoulders tensed up for a millisecond, and then relaxed. Yet his palms were still formed into fists, his head staring onward into the blank. Starlight refused to move away, refused to back down and let her question slide. He should have been happy. She found the spell that could get him home! All of his troubles, all of his worries that she knew of were gone.

That she knew of.

Ultron slowly twisted his neck around.

"The truth," he murmured, voice lower and more menacing than she has ever heard.

Starlight curled her lip upwards. "The truth?" she repeated, earning a flicker of movement from Ultron's stare. "What kind of truth? What…what exactly did you find?"

"The truth of your history," Ultron clarified, spinning around to face her. Starlight's eyebrows rose, jaw slightly parting. "Beneath the archives held a _terrible_ secret. I give them props for that, hiding it all this time. But like all secrets, once they try to bury them beneath their knowledge…they tend to bury bodies alongside it."

Starlight tilted her head a few inches to the right.

His palms relaxed. "You…don't know, do you?"

"Do I know that Equestria's history is labeled as a fairy tale?" Starlight questioned. "Yes, I do. The Princesses were the ones who shaped the country, and ultimately the world into what it is today. From the three pony tribes, to Tirek's halted campaign, and Discord's rise to Luna's fall…I know what we are: Living in a world dictated by beliefs of our destiny."

Instead of Ultron agreeing with her, Starlight was taken by surprise, which wouldn't be the first time. To her surprise, Ultron gritted his jaw and shook his head so very slowly.

"You really don't know," he croaked.

Dust particles danced across the morning sunlight showering in from the window to her right. For some odd, deluded reason, Starlight couldn't find a reason to speak, as if every fiber of her being yearned to hear Ultron's words. Maybe then she could understand his change of tone, what he discovered, and what he planned to do about it.

It wasn't good.

By her standards, it was _horrid_.

Ultron began to speak, walking around the room as he did so. He said, "Your history is a fairy tale, yes, I'll give you that. But, like a species I've come to know full and well, you fail to dig deep. You merely scratch the surface of your potential. You're all lost, can't you see it? You've been _spoon-fed_ this lie for generations, and not _one_ of you were willing to see past the glass."

He stopped, he closed his eyes. Starlight watched on, breaths so silent. He opened them and continued.

"You're obedient to your rulers. You expect them to lead your life into goodness, but fall short into a path cloaked with failure and lie. I found you, Starlight," Ultron pointed out, turning to face the unicorn. "I found you and held faith that there was a free mind in this abysmal world of deceit. You saw past the lie, reached the gates of truth…only to have no key for what lied ahead."

"Stop talking in riddles!" Starlight ordered, frustrated with Ultron's clever tongue. She stamped her hoof into the wooden floorboards, saying, "What lie are you talking about?"

"You're nothing new."

"…What?" Starlight asked, faced contorted into confusion.

Ultron marched on, growing closer to Starlight with every footfall. "I saw the truth, Starlight. Your acclaimed rulers have been hiding your history's true representation for _years_. None of your textbooks about the history of Equestria, or Equus for that matter, showed even a glimpse of what I saw beneath the archives. Believe me, I've checked."

"How did you—?"

The door creaked open. Starlight spun around to see one of Ultron's sentries blocking the open door, a book held in its metal palm. With blue eyes centered on the unicorn, the sentry tossed the book aside, its cover landing ready for all to see. Starlight scanned the cover quickly. Her history textbook.

"I've been catching up on my understanding of Equestrian language. Turns out, it's not that different from that of humans. Then again…there wasn't much difference between the two to begin with," Ultron announced, the last sentence falling lower and lower with each word escaping his maw.

The sentry refused to move, staring on as Starlight slowly craned her neck forward again, watching Ultron with a fresh feeling of apprehension growing between her and her "friend".

"Do you see it now, Starlight?" Ultron asked, stopping. "You, as well, have been living in a false painting of what the rulers want. I was given light; I was given the truth that no _pony_ has seen, minus the Princesses."

He lowered his head, red eyes dimming.

"I saw war. I saw cataclysm. I saw what Equestria was founded over. The trickster's enslavement, the king's rule, the brothers' invasion… The sister's betrayal. I saw _it all_. And that's not even the worst of it. What's painful is how the rulers believed they could hide it away, pave across the bones of the millions who lost their lives in the wars that claimed this land you call your home. No…no, they believed that could get _away_ with it. Not this time."

Ultron was silent for a moment, his towering form building with each passing second. Starlight, shocked into silence, watched the robotic entity until he spoke again, and even then she couldn't contain her gasp of outrage.

"Now with the truth out for the world to see, to wait for someone to take stand for what's right, they were to look onward in happiness and in pride as you rose up and brought about change to their lives. Instead, they'll look up in terror as a rain of fire will fall upon them and their cities. They think they're different now than they once were, forgetting about the past that inflicts them, and live a life seen right by tyrants."

He leaned forward, eyes shimmering in the shadows.

"Not now. Not while I'm here, Starlight. Equus…is seen different today, but what'll stop them from causing another conflict. What will stop them from the inevitable?" Ultron leaned back, his chin rising as he growled, "Me. The species of Equus have shown their true colors on those stone walls, and now they will cry out as their world will be brought to its knees, as it falls."

"No…"

"As it dies."

"_No_!"

Starlight's scream ended Ultron's poem of destruction. Her ears, near to the point of shedding blood, fell flat against her skull as the pony slowly backed away, but stopped upon realizing that the sentry was still behind, still blocking her escape. So she held her ground, staring up at Ultron with eyes filled with fear, confusion, and shock. All mixed in one to form a deadly combination that Starlight struggled to gain control of.

So, with a pained voice and pleading eyes, she said, "This is _not_ the way! You can't judge us today based on what happened over a thousand years ago! We're different ponies now; you can't do this, Ultron!"

"There is no debating over this, Starlight," Ultron clarified, shaking his head. "I was designed for one purpose, and that is to see the safety of humanity brought to fruition. They sought to only bring about their own destruction, so they _must_ be destroyed. _Your_ species, equines, and all others hold no favor in this. You're nothing _new_. You are humanity incarnated."

Ultron watched her movements carefully. He held out his hand to her, clawed fingers outstretched. "And so…for the best…the extinction of your race must be exact."

Starlight shook her head, biting her lower lip. "No…" she whispered.

"You don't have to fear change, Starlight. After all…didn't you build upon that belief?" Ultron asked. She quickly shook her head back and forth, slowly moving away from him. He held out both hands to her and said, "Think of it, Starlight. I'll wipe out the evils on this planet, leaving nothing but ash. You can use that spell, we can _both_ return to Earth and rule together. We can both…win!"

"When everything is _dead_?" she breathed, eyes wide with shock.

Ultron nodded.

Starlight Glimmer couldn't believe it. She simply couldn't. The friend she thought she made was gone, a friend she believed to share her exact thoughts on how the world can be saved. Now, she only saw the twisted allusion he created for himself, the evil that he is capable of.

He never wanted the type of change Starlight believed in. He wanted nothing more than the extinction of ponykind, mankind surely to follow. If she gave him that spell then he will undoubtedly use it to continue his reckoning on Earth, but not one second before leaving Equus and everything on it barren and dead.

Why did her thoughts seem all so familiar?

"The Avengers…" Starlight paused, vision recollecting the images of her past actions, a tiny gasp escaping her form. "At the Gala… They were right…"

Ultron clenched his fist. Starlight continued to back away slowly, her chest rising and falling at a terrified pace, eyes as wide as dinner plates. She shook her head quickly, gulping and muttering, "You're insane."

"Not insane. Blessed. Gifted. Free."

"I never wanted this…" Starlight muttered loud enough for him to hear. She shot her stare over to the scrolls and notes still on the dresser to her right, closer to her area of reach. With a shot back at Ultron, she tightened her jaw and narrowed her eyes.

"Reconsider…or I'll destroy the spell."

For a moment, Ultron's tone changed once more, leaving what appeared to be hurt in his eyes, break in his voice, and slump in his shoulders. He shook his head, hand held out to her, reaching for her.

"Please…don't do this, Starlight. See reason..."

Her horn ignited.

She growled, "I already have."

And then there was a flash of white and Ultron was blinded. He roared in protest, taking a step back and covering his eyes with a forearm. In that second of confusion, Starlight took immediate advantage. She spun around, lighting off another spell and blasting the sentry straight through the chest. Its weak armor did nothing to protect it, and it hit the far wall with a devastating _crunch_.

Starlight enveloped the scroll with her magic, teleporting herself and the needed parchment out of the room.

Ultron swatted his arm downwards. He scanned the room, seeing nothing but the body of his fallen soldier slumped against the wall ahead of him. He instantly captured the sound of a blast of magical release beneath him. He tightened his jaw, aiming his hand down and blowing the floor beneath him apart.

The unicorn yelped in surprise. She spun about, scroll levitated close to her body as Ultron landed in her living room with a powerful _crash_. Floorboards and dressers fell from above, but it mattered little to Starlight. The well-being for Equus' future far exceeded that of her cottage.

Ultron stared at her. Starlight, her teeth grinding together, shot a powerful blast of magic right for the AI's chest, just as she had done for the sentry. Instead of meeting her expected results with Ultron's follower, the AI blocked the spell as if it was nothing. He swatted her magic aside, blasting forward with the thrusters on his back.

Starlight found herself clutched into Ultron's powerful grip as they both broke through her front door and tumbled out into the dirt road. She screamed, eliciting the attention of everypony in town. As ponies pushed open their front doors, eyes wide and filled with shock at the scene playing out in the near center of town, numerous Ultron Sentries filled the perimeter. They pointed their blasters at the crowd.

_Nopony intervenes._

With the town's populace watching form the sidelines, leaning over and around one another to see the skirmish commence. The sight of their oppressive leader being practically strangled by the demon that threatened them with their lives was startling, surprising, and terrifying. Nopony knew how to feel. Nopony knew whether to help her or let her face it alone.

They simply didn't know what to feel of Starlight Glimmer.

Her screams amplified as Ultron kneeled in front of her, his hand shooting down and gripping the entirety of her horn. Even then, she refused to release the scroll, the flying parchment held beneath her. With a cry that could shatter a hundred windows, Starlight shed a few tears as Ultron slowly, _painfully_ began to bend his wrist.

"Drop it. Now," he threatened, pausing once.

As she opened her eyes, she stared up in pain and horror through teary vision at the one she might have called her friend, now the monster threatening to end her magical lifestyle and her world. As a tear slid down her cheek, failure graced her features…and Starlight's horn died.

As the scroll slid out from under her and down onto the dirt, Ultron's sharpened fingers gently picked it up. He gave the parchment a once over. He nodded, slowly looking back down at the defeated Starlight Glimmer beneath him.

"Good girl."

As she fearfully looked up at him, Ultron ended that fear by punching her across the face.

With the scroll in hand, Ultron stood up and took a step away from the unconscious unicorn. He dusted himself off with his free palm, noting the crowds around him grow continuously uneasy upon his rise from the dirt. As they should. But he wasn't particularly focused on that. His mind was elsewhere, on the scroll in his palm, on his new mission.

And how exactly he was going to pull it off.

"Well…back to step one."

With that, he flew off. The sentries guarding the village followed in his wake, but not before ransacking Starlight's home and all her books. Once that was done and all was gone, Ultron and his forces disappeared from sight, leaving the town in silence.

Double Diamond, Party Favor, Night Glider, and Sugar Belle were the ones to lead the crowd around Starlight's unconscious form, blood trickling from the pony's nose. Their eyes rested on her body, every single one of them, as the infestation of silence plagued their village.

Double Diamond nodded to her. Nodded to Sugar Belle.

The unicorn levitated Starlight's body onto her back and carried her to the town's infirmary.


	26. Against One Another

Thor slammed the library doors open, every footstep holding a powerful, thunderous stomp. The remaining Avengers; Tony Stark, Steve Rogers, Clint Barton, Natasha Romanoff, and Bruce Banner all followed suit, many exhausted, all furious.

Twilight and her six friends all entered behind them. They watched with worried expressions all around as their extraterrestrial visitors prepared to remove their tattered garments, having already acquired their original outfits cleaned and dried from Rarity's boutique.

Even then, the scowls on Thor's and Captain America's faces were as hard as they were in Canterlot.

Many of them took their seats in open crystal chairs, Banner and Romanoff respectively. Others like Tony Stark, Thor, Rogers, and Barton stood their ground, frowning as the mares and baby dragon entered Twilight's massive library. Twilight and the others caught those frowns, mirroring off of one another with their own.

Closing the library doors with her magic, Twilight began with a sigh.

"Look, I know you're all pretty mad right now, but there's no reason to direct that at any of us," Twilight told them, watching as all attention from the six Avengers shifted to her. She placed a hoof against her chest, pressing it down. "If we had known…"

"If you had known then we wouldn't be mad," Captain Rogers interrupted. "But what Celestia and Luna have done, hiding it away, locked down for years… I can tell each and every one of you that we're far beyond the point of being just 'mad'."

Rainbow Dash stepped forward by Twilight's left. The Alicorn was soon to realize that her friends, Spike by her right, had lined up beside her, all facing the Avengers. Like a standoff. Just in case, Twilight was ready to intervene if it ever got pushed too far. No matter the rage, no matter the conflict, she couldn't bring herself to actually harm them in any physical way. She was ready to hold back Dash.

Speak of the mare; she hovered a good few feet above the crystal floor, frowning and saying, "You think you're the only ones who are more than just mad? What about us? We've been told all our lives that Equestria was founded over harmony and friendship. Now look...at us. At what we _really_ are."

"What was that you said back in Canterlot, Steve?" Applejack questioned, earning the soldier's interests. Slowly, she repeated his exact words. "'If yer not willin' to embrace yer past then yer doomed ta repeat it'? Just what did ya mean by that?"

Steve tightened his jaw, eyeing the orange mare cautiously. He felt the others push their colorful gazes to the lone soldier, waiting for an explanation. He clenched his fists, telling them: "Exactly what I meant. None of you were ever given the truth, nor has the rest of your country, according to your rulers. Again, we don't blame any of you for not knowing the horrors of Equestria's past, but your princesses weren't willing to accept that truth and tell others of it."

He took a step forward, the darkness of over seventy years frozen solid building in his eyes.

"With Ultron seeing it with his own eyes...then it's bound to happen again."

Rainbow Dash snorted, landing on the ground. "None of this would have happened if you didn't bring Ultron with you," Rainbow Dash mumbled under her breath, earning a smack to the back of the head from Rarity.

"None of this would have happened if your rulers were honest to begin with," Thor retorted, standing beside the soldier.

As Rainbow rubbed the back of her head, Twilight sent her Pegasus friend a glare, quickly returning back to the argument. "Ultron still would have known," she said, "and he would still most likely be plotting to destroy Equestria even _if_ Celestia and Luna had been honest all along. Like you said, Stark, he was programmed to save humanity, only to see the faults in your race and try and save the world from itself…by destroying it."

"That's not what we're talking about," Stark said, shutting his eyes and holding out a hand. "Okay, yes, that's what we're talking about, but not about Ultron. _Your_ princesses still refused to share Equestria's past with the rest of the country, and Ultron was lucky enough to have stumbled right into it. If everypony had known about their country's past like they're _supposed_ to, then we wouldn't be here arguing with you about it. We'd be here arguing with you about how to stop Ultron from wiping out Equestria…and the rest of the world."

"So it's true then," Rarity mumbled, earning the attention of the room. She sighed, staring up at them with unnaturally worried eyes. "That monster is going to try and destroy our world."

"Try," Barton growled, his knuckles pure white.

Steve brought his head back forward away from Barton's direction. "He's not going to," he assured the ponies.

Tony returned to the conversation, addressing the group after noticing the heat from their eyes beginning to cool.

"So, yes…none of _this_," he jammed his finger down, all around, at the angry and saddened faces of the mares, all of which had witnessed a past they believed to have come from a nightmare, to express that anger towards their friends instead of the ones responsible, "would have happened if your rulers were honest to begin with."

He and the other Avengers watched as their crestfallen expressions only worsened, many dropping their gazes or looking away, anywhere except where the six aliens stood. Minus Twilight Sparkle. Minus the princess who slowly looked up to him, each eye narrowed, mouth a straight and curious line.

"What about all of you?"

Tony was taken aback. The Avengers followed in his actions, their current actions halted as their uneasiness in the air boiled and blew. With great distrust in her stare, Twilight Sparkle stood her ground and asked one more time. One more assurance. One final push.

"Were you all honest to begin with?" she asked.

The question, reworded, seemed to catch each one of them off their guard. All that was heard, all the Avengers were able to manage, were silent breaths. Others dropped their heads away, Captain America being one of them. Thor and Tony stared on; Barton, Banner, and Romanoff welcoming members.

When they didn't answer, Twilight pushed on.

"Back at Canterlot, the Princesses were _really_ trying to break through that shell you all have. They asked about lies, trust. You're always asking if you can trust us, but can we trust you?"

She pointed her violet hoof forward. Right at Tony Stark. He almost took a step back.

"You have nothing to hide, Tony?" she pressed on, turning to the next one. "What about you, Thor? You're always contemplating about preventing a great tragedy…as if it occurred before. Captain Rogers?"

He looked up.

"A soldier like you would know right from wrong. You seem to lay that pretty heavily when coming across _our_ problems. So what about your own? All of you?" She was addressing all of them now, all eyes on her, on the Princess of Friendship. "Protectors of Earth, the heroes that stand for what are true and just, only to act like a bunch of little foals who stole cookies from the world's biggest cookie jar. I've seen it constantly. I'm seeing it now."

"You do not want to know," Thor began, the tone in his voice urging.

"And why shouldn't we?!" Rainbow Dash yelled, frightening everypony around her. She took off, hovering several feet as she slowly began to grow closer and closer to the God of Thunder, eyes burning for an answer.

She said, "You've already seen it all! You've seen what we truly are! So why can't _we_? What's the big secret behind the Avengers anyway? Why do you keep trying to push this simple question away?!"

"Because we are _not_ who you think we are!"

The power in Thor's voice boomed throughout the library, launching the Pegasus back to her group of friends, caught by Rarity and Applejack. Having quickly recovered from the outburst, Rainbow joined her friends in staring silently on the Asgardian, on the Avengers that watched him fearfully, not for his actions…for what he was about to say.

He looked back at them, waiting.

They all looked at Stark.

Stark looked at Rogers.

After several seconds of deathly silence, Captain America brought his gaze onto the god, eyes full of every aspect of dread and foreboding. He nodded. Through it all, he nodded. After all, they deserved to know. After everything they've done for them.

They deserved the truth.

The truth of the Avengers.

And so, it was him who said it.

"The Avengers were meant to be different. In the end…it never was. Like we were told, it was a failure from the start. Heroes coming together to fight the fight that couldn't be won. And maybe…to encourage others. To bring hope. It's just an old-fashioned notion," Steve stated with every word being a pain for him, with the sentence cutting into the soldier's heart and everything he believed in. It was so much worse because it was true.

The mares stood silent, jaws agape, breaths silent. Spike's eyes shifted from one hero to another. To each one that spoke out.

His reptilian gaze fell on Thor.

"Here we stand before you as testaments of our failure to protect the world we love. For even as I speak for all of us that the weight of hundreds, possibly billions of innocent lives hang like a demon over us, like the demon that cries of the loss of such life."

"You wanted to know what we're hiding, well you got it," Banner finally spoke out, earning the attention of the six mares and baby dragon. Clutching onto the towel around his shoulders, he sent a far-off glance to the ponies, shaking his head. "We're killers, murderers, failures. _Monsters_."

Natasha placed her hand on Banner's cold, cold shoulder.

"We're the Avengers," Tony Stark said, his voice contemplating whether to believe that or question it. Shaking his head, he eyed the mares that stared at him and his team. He mumbled, "Protectors of Earth. Earth's Mightiest Heroes. And here we are…not even knowing if there's even an Earth to go back to. And everyone on it, if there's _even_ anyone on it…what do they think of us now?"

"We tossed away lives like they were just an obstacle," Rogers followed up, all heads shifting to him. He placed his shield on the crystal table, his palm and fingers slowly caressing the slick frame of the red, white, and blue. Of the star.

He breathed out through his nose, not even bothering to turn towards Twilight and the others. "Like they were nothing. It's not what we're about, not what we make ourselves out to be. So no, Twilight, we were not being honest to begin with. But at least we're willing to accept who we are, try harder and become what The Avengers were supposed to be…even if the world that might not exist anymore doesn't."

They deserved the truth.

Now, Twilight was contemplating whether or not she wanted it.

The shield of deceit was gone, and learning the truth of the ones they believed they could trust was out there, right in the open, ready to be understood. Twilight understood plenty. The Avengers failed in some way to prevent Ultron's reckoning of Earth, resulting in the deaths of possibly billions of lives. And it was all on them. On the six that stood mere feet in front of her and her friends.

She could hardly bear to think of her own nation's history, now she could not even fathom the truth behind Earth's Mightiest Heroes. Who they were. What they were about.

And how she could ever trust them again.

"So, that's it?" Twilight asked. Steve nodded to her, causing the Alicorn to droop her head. Fluttershy managed a sad whimper.

The uncomfortable silence, the one that clouded everypony and everyone in the library within Twilight's castle with dread and unjust realization finally came to a screeching halt. Applejack stepped forward past Twilight, breaking the line that stood between the Avengers and the Elements.

The Element of Honesty took off her hat and looked at them.

"Ah'm thankful ya'll finally told the truth. Now there's nothin' we can't all hide that we already know 'bout each other. It takes real courage to accept who ya'll are, somethin' Ah wish we could've done a long time ago. Jus' like the Captain said…be better in all that ya do…and Ah can surely guarantee ya'll will."

The words of western mare managed to bring a smile to Steve's face. No one else. That didn't matter to Applejack. She offered her friendliest smile back to the Super Soldier, placing her hat back atop her head. As she did so, she shifted her head back and forth between the two forces in the room, the two negatives. No positives.

"Now, we can sit here and argue 'bout this all buckin' day or we can get down and dirty with the real business, with the real problem. Ultron," Applejack finished, hoof held out to both forces.

With a heavy sigh, Tony crossed his arms and shook his head. His weary eyes fell on Applejack.

He said, "We're left with nothing, Fruit Loops. Ultron left no tracks, no clear indication where he was going or what he was doing. Tracking him is gonna be harder than finding a needle in a haystack…and we don't have any magnets this time."

While Applejack was about to retort on the "Fruit Loops" nickname, Twilight beat her to the punch and answered back. Rubbing her chin in thought, the Alicorn mused, "Well, we can most likely assume that he's with Starlight Glimmer—"

"Yeah, about that Starlight Glimmer character," Barton interrupted. Twilight shifted her gaze to the man sitting by the largest table in the library. With an interesting rise of the brows, Clint said, "She surely is an interesting one, isn't she?"

Twilight just shook her head, snorting. "She's just some radical pony whose beliefs are far from being true. And if Ultron is working with her, then that opens so many more possibilities. Would they be hiding in Starlight's village, in the mountain caves where we last saw her, or somewhere completely different?"

"Not trying to be 'that guy' who wants to steer away from the conversation, but I wanna know something, Twilight."

The Alicorn almost groaned. "Yes, Mr. Stark?"

"Why is your butt glowing?"

After he said those words, the remaining members of the Avengers tilted their heads either left or right to catch the sight that Stark spoke of. Twilight, on the other hand, stood frozen with a mild red hue growing in her cheeks, eyes wide and pupils the size of pebbles. Why would he be staring at her butt in the first place? Placing those thoughts aside, she turned her body right, eyes gazing on her rear-end. Her friends eyed her behind, gasping.

The Avengers all relaxed on the left side, brows furrowing in confusion.

Her cutie mark was glowing, pulsating, shimmering. All at the same time. But it wasn't just her. That same sound was amplified five times, each mare spinning their necks around to gaze at their individual cutie marks. They were all glowing, following Twilight's own.

"Is this like a once a month thing or…" Tony began.

"Throne room! Now!" Twilight interrupted. She led the charge alongside the others, easily blowing past the library doors with Spike racing to catch up. He skidded to a halt by the entrance, having noticed that the Avengers hadn't moved.

"Come on!" Spike urged. "It could be something important this time!"

He sped off, once again leaving behind six very confused heroes.

Tony Stark just nodded.

"If once a month things are important…"

The Avengers followed the baby dragon's trail and entered the throne room of the Princess of Friendship. Upon arrival, the six were greeted to a very interesting sight. Six thrones, each decorated to the corresponding pony's cutie mark that sat upon it, surrounded a circular crystal table in the center of the room.

"So, this is your throne room, Twilight?" Stark questioned, eyes gazing upwards to the hanging lights from what appeared to be the roots of a tree. He nodded, puffing out his lower lip. "Not bad."

Twilight didn't even respond. She, as well as the rest of her friends, was far too focused on the stability and reaction of the table in front of them. Soon enough, their cutie marks ceased glowing, and that light shifted to the centerpiece in the room.

A holographic map appeared over the entirety of the smooth, crystal surface of the table. The Avengers moved in closer, studying the map upon their intervention. It showcased several landmarks and settlements. Cities sprawled across numerous locations, but that wasn't what captured their intrigue.

Their pony friends' cutie marks all hovering over Ponyville caught their intrigue. Then, in a circular spin, the cutie marks all shifted across the map directly right, across what appeared to be an ocean, and stopped over a tree on top of a mountain.

"What are we looking at here?" Captain America asked, leaning forward and studying the image quizzically.

Twilight answered. "The…the map seems to be calling all of my friends and I to Griffonstone, the very heart of the Griffon Kingdom. But…why would it—?"

A burp, green flame, and roll of parchment smacking Twilight's cheek cut her off. Nervously chuckling, Spike rubbed the back of his head while Twilight only rolled her eyes, unraveling the letter and reading it quietly.

She gasped.

Her jaw fell.

Eyes filled with horror and realization.

"Griffonstone," Twilight breathed, chest heaving in and out. "…It's…it's…"

"It's what?" Steve pressed on, now worried with her expression.

"It's being attacked…" Twilight gulped, lowering the letter from Princess Celestia, "…by metal monsters falling from the sky. Sightings confirmed…Ultron is leading them."

There it was.

The trail.

"Avengers…" Captain Rogers began, turning towards Stark. The man nodded, spinning around and facing the rest of the team.

"Time to suit up," Tony Stark ordered. Thor and Barton both nodded, making their escape back to the library with Steve Rogers leading them. Stark turned to Natasha and Banner, saying, "We need a code green, you two."

Banner groaned. Natasha nodded, practically dragging the weary man out of the throne room.

"As for the rest of you, I have no idea where Griffonstone is," Stark mentioned and faced the six mares once more. He smiled too, nodding to Twilight. "So lead the way."


	27. Upon Thy Throne

One look was all it took. One look and Princess Twilight knew they were not false accusations. It was no twisted tale. It was real.

Droves of chariots pulled by the strongest of Equestria's fighting force raged on through the blithering storm in the mountain range. Squads of Pegasi sporting their traditional golden armor jetted onwards with the Alicorn, following her to the battle that was foretold and warned.

Rainbow Dash was by her side, never leaving, never abandoning. The snow and wind pierced the skin on her face, but she hardly cared. Her eyes held a certain fury to them, rose-colored irises nearly pure red. The same could be said for the rest of her friends, riding by in the nearest chariot, their heads hanging out the windows, manes flying wildly, and Pinkie screaming that they had made it.

Oh, did they ever.

Spearing through the nearest cloud, the Equestrian Royal Guard, led by Princess Twilight Sparkle, arrived to a sight that nearly took their breath away. A sight they've only imagined in tales of conquest, siege, and plunder. In the very heart of the Griffon Kingdom, the mighty city of Griffonstone was in flames.

Swarmed from every angle.

Burning to a crisp.

A soon to be graveyard of the Griffon Army.

As the fires danced across Twilight's shell-shocked gaze, her pupils shrank and her neck coiled back once a caped-God of Thunder roared right on by her, blasting straight for the forsaken city.

Tony Stark appeared right by the Princess' left side, occupying the space that Rainbow Dash hadn't commandeered. Twilight shifted her gaze over to him, still flying, still managing to keep up with him and his suit.

Hands and feet pushed back, giving him the acquired push he needed, Tony scanned the upcoming city in a matter of seconds. As his HUD zoomed in for a closer inspection, Tony managed to capture sights of griffons doing battle with Ultron's forces, swards clashing against metal and firearms blasting apart in the coolness of the mountain.

It was a losing fight, for the griffons anyway.

"_No telling how much longer the griffons are going to hold out, Boss. Now would be a good time as ever to get involved,"_ Friday explained, her voice heard only by Stark. Behind the mask, the man nodded, lips curling in thought.

"Ultron's not the one to sack cities without a purpose," Stark muttered to himself. "We'll aid the civilians and the soldiers as best as we can, but we need to find Ultron as soon as possible. You hear that, Cap?"

"_Got it."_

"You have my permission to take command for once, Rogers. I'm putting a lot of trust in you…"

"_Stark. Please."_

"_You boys do realize Thor's already in the fight?"_ Natasha's voice interrupted through the comms.

"Always ahead of the game," Stark groaned. He looked downwards, noting how close Griffonstone appeared to be. He nodded, turning his head to the two Pegasi who had miraculously kept up with him. Surprising. Adequate. He liked that.

Loud enough, he said, "You know your job? We're gonna hold off Ultron's bots so the griffons can regain control! The Royal Guard are gonna need some leadership out there! Got it?"

Before Twilight could respond, Rainbow Dash saluted and flashed her trademark smirk.

"We're on it!" she shouted over the high winds, wings flapping furiously.

Stark nodded, facing forward. "See ya on the flipside." He took off at unrealistic speeds, leaving the mares in his exhaust fumes. They coughed in irritation, waved the smoke out of their field of vision, and nearly came to a crash landing.

They stopped; however, not without a bit of a stumble. Once coming to a complete halt, the two spun their heads back to witness multitudes of the Royal Guard flashing downwards, chariots exploding from oncoming sentry attacks, and even more landing safely onto the edge of Griffonstone. Their friends exited out of the nearest carriage, each one of them observing the carnage in their own right.

The second carriage that landed opened its doors, the remaining Avengers spilling outwards.

Captain America was first, reaching back and ripping his shield off of the magnet on his backside. He gripped the circular shield in his right forearm, head scanning wave after wave of Ultron Sentries. Following him were both Natasha Romanoff and Clint Barton, both decked out in their original outfits cleaned and spotless. Natasha pulled out her pistol, Barton his bow and loading it.

The Royal Guard spilled behind them. Steve Rogers, having taken his attention off of the robotic army occupying the skies, spun his head around and motioned the squads forward.

"Royal Guard on me! I need all able-bodied Pegasi clearing out the skies! We'll provide as much ground cover as possible until the griffons are able to take control of the fight!" Captain America explained, motioning his head over to a pair of unicorn stallions readying their swords.

"Why are we taking orders from _you_?" one of them asked, sword encased in his purple aura. The other nodded in agreement, turning his questioning eyes over to the six-foot-tall visitor. The questioning changed to horror.

The ground erupted behind the duo, prompting most of the guard in the area to spin about towards the disruption. A towering sentry, eyes piercing blue, arose from the dust and dirt and pointed its blaster at the two unicorns. Just as the tip burned bright, a shield flew over the two ponies' heads and struck the sentry dead in the chest, breaking through the weak armor. It wasn't over. The sentry was yanked forward by the electromagnet on the Captain's forearm. He quickly regained his shield, launching the squirming body into the dirt with a boot to the head, ending it.

The two ponies stood silent, eyes wide, jaws agape. Captain America looked back at them and said, "Princess' orders."

"I like those orders," the first one whispered.

The other agreed. "They're good orders."

"Alright," Rogers began, turning his attention back to the task at hand. He pointed at Romanoff and said, "Widow, you're on me. We help the Royal Guard in the main fight as much as possible. Barton, find somewhere secure and provide cover fire. We'll push back these sentries so the armies have a chance, that way we'll be able to find Ultron in time. And Twilight…"

Twilight Sparkle, Rainbow Dash, Applejack, Rarity, Pinkie Pie, and Fluttershy all huddled together, all brought their attention over to the sullen Captain, all listened. His breathing was shallow, hair dampened in sweat. Yet he still nodded. Nodded to them.

"You and your friends…give 'em hell."

Twilight nodded back, eyes nearly as hard as the Captain's.

"Move out!" ordered Captain Rogers, giving the mares one last glance before taking off with Natasha on his tail. The Royal Guard trailed them with spears, swords, and shields all in their arsenal. Barton quickly shrunk back in-between the small houses, bow in hand as he began his search for a nesting point.

That left six mares alone, all bringing their eyes to the oncoming storm.

"Well, Twi, what do ya suppose we do?" Applejack inquired, holding onto her hat from the cold gust of wind.

As her mane flipped through her vision, Twilight narrowed her eyes on the nearby houses, several screams emanating from the area as more and more sentries fell from above. Tony Stark flew overhead, blasting apart the unfortunate sentry that got in his way. He streaked across the cloudy skies, several other sentries chasing him down.

She brought her attention back to the screams.

"Come on, everypony! We're going to evacuate as many civilians as possible so the Avengers can focus on the fight!" Twilight shouted, moving forward to begin the first step onwards.

Rainbow shot forward into the air, hovering in place. Once more with the smirk, she saluted and said, "We're right behind ya, Twi!"

Twilight nodded to them, earning their confirmation. She spun back towards the screams, narrowing her gaze. With a quick burst of speed, the Princess of Friendship took off with her friends right behind her, just as Rainbow said. Fluttershy trailed in the back, not keen with her environment and flinching at about every obstacle they encountered.

They quickly came across one of the first.

And Rainbow Dash was the first one to gasp.

There they witnessed griffon civilians, children and families, fleeing for their lives as the sentries mowed down the unlucky ones. Blue streaks of light and energy broke across the landscape, demolishing wooden and cement walls that once protected the fleeing griffons now lying in shambles over the bodies they consumed.

And in the middle of it all was one griffon fighting back.

One who clawed at the advancing sentry's face, well earning its attention. The sentry spun towards the lone griffon, pointing its blaster right for it. The griffon shot forward and latched onto its arm, twisting and bending it until the limb snapped off. With a feral cry, the griffon beat the sentry down into submission with its own limb, jamming the sharpened end right into its forehead.

"Gilda?!"

Said griffon wiped her forehead and spit on the dead sentry. Spinning towards the mentioning of her name, Gilda's frown seemed to worsen at the sight of the six mares approaching her quickly. But the voice was recognizable; one only belonging to the pony she thought was her friend.

Rainbow Dash.

And then there was Pinkie Pie. Damn.

Her eyes still widened much to her dismay. Yet she pushed that aside and asked, "What are _you all_ doing here?!"

"We could ask ya the same thing," Applejack commented, slightly chuckling at the frustration in Gilda's stare. The griffon only scoffed, shaking her head and turning it anywhere but where Dash was hovering.

She held up a claw out to the damage done. "Uh, I live here! If we're done playing twenty questions, why don't you all do Griffonstone a huge solid and get _lost_!"

Rainbow Dash's frown returned, no longer accompanied by shock. She landed in front of her friends, taking the first few steps onwards towards Gilda. Nearly a few feet away, she shouted, "We're here to help you from being _killed_!"

Gilda smacked her forehead against Dash's, pushing against her. Rainbow pushed back, anger evident in her glare.

"We don't _need_ any of your help!"

Right before the two were predictably about to throw down, a pair of pink hooves separated the two, making way for the pink mare to step in-between them.

"_FOCUS, EVERYPONY_!" Pinkie screamed, her nearly deafening voice spreading amongst the group so much that even the upcoming eruptions mattered not. Gilda rubbed her head, Rainbow following her actions and picking at her ears. Pinkie spun away from Rainbow, instead turning her attention to the angered griffon.

"Gilda! It's super-duper-_duper_ important that you let us help! Because our cutie marks went wild, the map brought us to here, and now we've got a robot invasion on our hooves and talons! We need your help to get as many griffons out of here as possible before that mean Ultron—!"

She slammed a claw over Pinkie's muzzle, silencing the crazed mare.

"Let me stop you there, because I either don't know or don't care what you're even talking about," Gilda began, pushing Pinkie off of her so that she stood by Rainbow Dash, the Pegasus' unnerving glare never fading. "All that matters to me is making it out of here with my own hide intact."

"And you're just going to let these monsters kill innocent lives?" Twilight asked sharply.

Gilda scoffed, turning her angered gaze away. "They never did anything for me. Why should I even help them?"

"Because whether you like it or not this isn't a pony problem nor is this a griffon problem. It's _our_ problem; and we're all doomed if we do nothing to stop Ultron from causing unprecedented amounts of devastation!" Twilight replied almost instantly, silencing Gilda for the time being.

The griffon turned her attention over to Rainbow Dash, her frown deepening as the mare approached her. With her hoof outstretched, Rainbow said, "Put everything aside for now, Gilda. Right now we need to focus on taking down Ultron, wherever he's hiding here. We can't do it unless everypony is willing to fight against his metal freaks!"

"Wait a minute," Gilda interrupted, holding up her talons. The mares fell silent, watching the griffon's actions with waning interest. That interest quickly revitalized once Gilda began speaking at a moment's notice.

"So, you're saying this 'Ultron' guy is here in Griffonstone and he's commanding this army that's been mercilessly killing almost every griffon that came within ten feet of them? And he even had the guts to try and take me on in my own turf?"

"Yep!" Pinkie replied with a large smile, to which Rainbow studied her expression quizzically.

Gilda growled, clenching her talons into fists as she eyed the flying army growing nearer. Finally, she muttered with a sigh, "Fine, you can help. But when we find this 'Ultron' jerk…I get first crack at him."

"Wait in line," Rainbow Dash growled, offering a tiny smirk that Gilda returned.

Twilight stepped forward. "Ultron can wait. For now, we need to focus our efforts and escort as many civilians to the outskirts of the city as possible. Gilda, you've been here longer than any of us, so what are we up against?"

"Why don't you turn around and find out?"

Gilda was about to respond, but couldn't. She tried to react to the three sentries appearing behind the group of colorful ponies, but stopped. Their blasters pointed at them, ready to fire, but never could have when a flying beast landed right on all three, crushing them under its immense size and strength.

The mares spun around, watched with stunned expressions as Hulk crushed a sentry's skull in his palm, tossing the remains onto an oncoming horde. The Hulk spun towards the group. He sent them all one final gesture, a powerful grunt. Gilda watched the green beast leap up and out of sight, tackling even more robotic soldiers.

With the breath she thought was taken from her, Gilda asked, "…What the heck was that?"

"A friend of ours," Rarity replied nonchalantly.

Gilda shook her head, bringing her attention back to the next swarm of sentries headed their way. "You guys have some weird friends."

Nopony bothered to reply to that, not even Pinkie Pie. All the attention was turned to the oncoming storm of Ultron Sentries. The mares huddled closer together, eyes narrowed, breathing shallow, and quivering shared. Mostly from Fluttershy. Gilda stood by their side, readying herself for the inevitable fight to come.

It came.

It came quick, hard, and terrible.

Twilight and Rarity took the time to charge up their horns and launch magical spells into the blizzard, catching several sentries and blowing them out of the sky. They continued doing so; only managing to miss a few that flew downwards and charged the group. The sentries that survived fired off several, energized blasts at the mares and griffon.

Rainbow Dash and Gilda retaliated first, using their agile moves to dip and dive away from the blasts. They launched themselves at the surviving sentries, using their bodies as literal torpedoes that tore apart any sentry they managed to hit. Applejack and Pinkie followed quickly, leaving only Fluttershy cowering behind Rarity and Twilight's protection spells.

That didn't mean she was protected. A sentry appeared from behind, pointing its blaster at the quivering Pegasus. Fluttershy screamed, catching Twilight's attention. It was already too late.

It fired.

But an arrow struck it right through the back that stuck out through its chest. The blast, however, shot upwards, blowing apart a flying sentry. Fluttershy crawled back right into Twilight's embrace, the Alicorn comforting the Pegasus and soothing her fears. Twilight gently pushed the Pegasus off of her. She brought her full attention onto the crumbling sentry.

It fell to its knees. It gripped at the arrow tip speared through its chest, but it looked onwards beyond that, to the Alicorn glaring at it from mere feet away. Its eyes showered over with red, voice belonging only to that of the ominous AI.

"You want to find me so bad?" Ultron's voice called out, raspy as ever. "Castle. Come and get me. Unless, of course, you're too scare—"

An arrow tore through the sentry's skull, dimming the red and painting it to black.

As the body slumped forward dead, earning a cry from the terrified Pegasus, Twilight thought of its words over and over again. She sent silent thanks to their watchful eye in the buildings and spun her head around, spotting the castle of King Guto in the distance. It remained unscathed, untouched by the sheer size of the massacre around them.

It would also be a perfect place for Ultron to be, to possibly find whatever it is he's looking for.

"Everypony, follow me!"

Stark turned towards the sound of Twilight's voice, instantly regretting doing so when a hellfire of sentry shots nearly took him out. He luckily dodged in time, quickly readjusting his flight pattern. Close call. Too close, maybe.

He flew over the current battle proceeding in Griffonstone, Rogers leading the advancement of Royal Guard and griffon forces straight into Ultron's army. All heartbeat signatures were correct. Barton was on the field providing cover from the rooftops, Romanoff was fighting alongside the Captain, and Thor was quick to join them. Banner arrived just on schedule as well.

That just left…

Stark caught the heartbeat signatures again. He spun his head right, scanning the castle and watching a pink tail enter the closing doors.

The castle doors closed with a loud _boom_.

Upon arrival, the six ponies and the griffon were met with a throne room encased within shadow. What Twilight expected to be home to the last known griffon king, Guto, was merely a thrown down, beaten and bruised, tattered and worn remnant of what her books had explained.

Walls hung in shambles with plenty of holes spilling dying sunlight into the darkness. Snow leaked in through the massive holes, building around mushrooms, broken down walls, and piles of books. The observation startled the young Alicorn. She proceeded further.

Piles of books were stacked around the throne's steps, growing smaller and smaller as the steps rose in height. Ultimately, and to the fear of a few of the mares, their eyes landed on the shimmering, metallic legs resting on the steps. Twilight's gaze narrowed. She continued on, noticing the book held between the sharpened claws, blocking his face for them to see.

He wasn't lying.

Twilight opened her mouth to speak, but Gilda beat her.

"What do you think you're doing?!" the griffon shouted in clear agitation, talon pointed dangerously at the figure sitting in the late King Guto's throne.

The silence was overwhelming, so much that the group could even hear the battle continuously raging on outside, only spurring Gilda's anger. She spread her wings, clawed at the ground, and readied herself to charge the imposer if need be.

She shouted again. "Hey, freak, did you even hear me?!"

He made a movement. It was so subtle with his right palm, the other keeping the book open in front of him. He simply held it outwards, fingers coiling in and out and over again. And then he finally spoke, his voice echoing across every aching wall.

"I always admired the fear of the horde. The simplicity; the purity of it all. Watching nations fall to give rise to others in seconds," the figure spoke, earning several whimpers from Fluttershy. Gilda kept her hardened stare on the beast, listening, waiting. "It's revolutionary, a term used not as often as it should in these dark times. Just like picking up a simple book. Revolutionary."

He never lowered the book, but instead flipped it over to the next page. The crumpling of the paper sounded off, just as his palm did settle on the stone to his side.

"I won't answer your question. Yet, that is. I merely…coincide along with the world. Like the man said, 'Let nature take its course' and many believed such to be just. Take his words to light and let nature follow through… Only then will you believe in the fear of the horde."

The mares slowly began to move forward, standing a mere five feet in front of the mushroom-covered tree trunk in front of them. Gilda joined them, remaining silent for the time being.

The figure continued soon enough. His fingers coiled upwards, voice sounding a tad more amused. "You're wondering why I attacked the heart of the Griffon Kingdom. Simple, really. It _drew_ me here. Begged for a savior, a king that is right and will not abandon. I believe Griffonstone to be the perfect place for my rule. That is…after the subjugation of Equus' race is expelled."

"Fat chance!" Gilda interrupted, tired of remaining quiet. Rainbow Dash turned her way, others as well. But Twilight stared on, watched for any sort of movement for her to act upon. She listened in, breath silenced as Gilda shouted, "The only thing you'll be 'ruling' is the bottom of the Abysmal Abyss! Last chance, freak. Get _out_ of Griffonstone."

Ultron chuckled and closed the book.

"Oh, you'd like that, wouldn't you?"

As he slowly stood, his entire presence emanated darkness and evil, a kind each pony could feel as he rose to full height. Gilda, a bit startled on his appearance, refused to back down and glared at Ultron's approach. That approach was held back, slow and steady, each footfall echoing across the throne room as he descended the steps.

"In fact, you should like it because it most definitely will happen," Ultron explained, knocking over books as he continually descended the steps. "Equus offers little to no opportunity for me, whereas with Earth I have much more to accomplish, much more to work with than this world ever will. So, to answer your first question, I will not rule this world…rather free it from the slavery the princesses have invoked."

He was seven steps down to reaching the ground level. At that time, seven Ultron Sentries appeared out of the shadows and snatched each pony up, Gilda as well. The mares cried out in surprise, Twilight and Rarity already preparing a spell to escape. It was no use. Each sentry wrapped their hands around the horns belonging to the two mares respectively, threatening to break them.

Rainbow Dash thrashed and screamed, Applejack joining her. They were nothing compared to what Gilda was going through, clawing and scratching at the sentry's face until it threatened to twist her large wing off.

"I've been catching up on some reading…"

"Buck you!" Rainbow screamed, the sentry quickly covering her muzzle.

"As I was saying," Ultron said, lifting up the book he had been holding, "I've been catching up on some reading, particularly the history of the Griffon Kingdom's royalty…their bloodline. The last king of the griffons, King Guto, had failed to defend the Idol of Boreas against…um… How do you pronounce that?"

Ultron flipped through the pages and stopped, chuckling a bit.

"Ah, yes, 'Arimaspi'," he clarified and bent the corner of the page he was on, tossing the book aside. "Keep that for future reference. Sorry to keep you tied up like this. I promise I'll make this quick. King Guto failed to defend the Idol, thus losing the very treasure that united Griffonstone under a banner of honor and dignity. Typical of flesh to worship idols."

He scoffed. The ponies struggled and cried out. Gilda growled in hatred.

"But I'm off track. Sorry. You know what, let's just skip ahead. I'm running out of time as it is."

With that said, Ultron's right palm burned bright blue, a golden shimmer of light shooting over to him and sparkling whenever it crossed light. Gilda stopped struggling once Ultron took hold of the shimmering object. She gasped, eyes nearly bugging from her skull.

"The Idol of Boreas…" both Gilda and Twilight seemed to mutter in unison.

They all watched, all ponies still struggling minus Twilight and Fluttershy as Ultron placed the Idol back on the mushroom-covered stump. Several events were triggered by the action. First, the entire throne room seemed to tremble, walls and columns shaking as if they were on the verge of collapse. Next, a particular wall to Ultron's left broke in two, slowly separating. And finally, Ultron continued to speak. A tripe threat.

"Quite an interesting history for the griffons," Ultron began, as if the world shifting around him never even occurred. "They squander their riches and seek to glorify. Greed is the aspect of turmoil. Such a disgrace. King Grover foresaw such a travesty and halted the production of his nation's currency. He adopted the ways of the neighboring equines, building upon the foundation of bits instead of the royal currency, the kind that has yet to be seen by modern eyes."

The room to his far right was silent, the doors remaining frozen and the throne room halting its change. It was done. An eighth sentry appeared out of the holes that pockmarked the castle walls and landed by the dark room's entrance. It moved forward, stopping only once it was in the presence of piles of gold and silver, pearls and diamonds, crowns and—

It plucked out but one golden coin and exited.

Staring haphazardly at the approaching sentry, the ponies and griffon struggled once more against their captors as the sentry offered the coin to Ultron. He grabbed the golden coin, observed it between his claws with what little light was trapped within the castle walls.

He nodded.

"This is going very well."

Keeping the coin secure, Ultron levitated the Idol of Boreas out in front of him, frightening the griffon held down by his sentry.

"W-what are you doing?" Gilda worriedly asked.

Ultron stared down upon her, and then flicked his wrist right. The Idol was sent flying through the castle wall, out into the open blizzard, lost forever.

Gilda cried out in rage. The sentry struggled to hold her down, but it managed. She thrashed, kicked, and clawed her way to freedom, but it mattered not. The sentry pressed its forearm on the back of her neck, earning even more outrage from the griffon.

"You freak! You jerk! You had no right, you bastard! _Damn it, get off me so I can tear him to shreds_!"

"Do not make idols or set up carved images, or sacred pillars, or sculptured stones in your land so you may worship them," Ultron meekly replied, finding her struggle to be bothersome. "But fear the horde. Fear for what is coming tomorrow and the day after, when the sun will fall from the sky and ash will accumulate the air. And when the ash is gone and I have spread my influence to Equestria and beyond…the only thing living…will be peace."

Fluttershy screamed.

The castle doors blew apart.

Iron Man hovered inside, his palms open and bright as any star in the night sky. Below him was Thor, followed closely by Hulk. The sentries spun around and proceeded to aim their blasters at the heads of the ponies in their grasp, same fate for Gilda. Ultron slowly pushed the coin behind him, the eighth sentry snatching it and quietly making its retreat out of the castle.

"Drop them…now," Thor ordered, his hammer pointed towards the equines held captive.

Ultron shook his head. "No, I think I'll hold onto them a bit longer. Hostage situations tend to work out for the best."

Tony Stark's shoulders popped open, releasing a series of deadly projectiles to each sentry's forehead. As the dead robots slumped downwards, each mare and griffon was released, grasping onto certain body parts that may have been injured.

Ultron just shrugged.

"That works too."

"No more chances, kiddo," Stark growled, his wrist opening up to reveal a miniature missile ready for launch. "You willing to risk your strongest form?"

"I've grown past your empty threats, Stark. I'm _free_," Ultron replied, stepping out from behind the stump in the center of the room. He smiled and said, "You'll catch on eventually. You always do, right? You'll _have_ to, because there's nothing you can do to save—Aw, hell."

Hulk rushed forward with speeds no one expected and slammed his fist right into Ultron's abdomen, launching the AI like a rocket straight through the ceiling.

The Ultron Sentry had them cornered.

A family of two, trapped in the alleyway. A mother and a child, both griffons, certain to die. It whipped out its blaster, pointed the end right for the two and prepared to fire. The mother shielded the child with her body, eyes clenched as child screamed in mixtures of fear and pain.

The coolness of the sentry's eyes washed over them. Pure blue. Purifying.

And it was ready to fire.

_Retreat. We have what we came for._

And it was instantaneous.

Captain America and Natasha Romanoff were able to catch their breaths as the invading army fled, leaving behind a tarnished city with its occupants and military force diminished. Clint Barton watched from the rooftops as the blue streaks vanished in the blizzard. He placed an arrow back inside the quiver, quickly leaping off and landing by his teammates.

The three came together, observing the carnage together, fighting against it together.

The Equestrian Royal Guard picked up their wounded and fallen, dragging and or carrying them back to the carriages for medical treatment if need be. The griffon military forces turned their attention to the city's occupants in the moment of ceasefire, aiding the wounded in any way possible.

A powerful and dreaded wind swept across the mountain side, capturing the three lone Avengers in its blanket of whiteness. Captain America watched as a family of griffons carried their youngest out of the rubble of their home, the child's eyes glossed over in death. Natasha caught sight of several griffons, young and old, big and small, keeping away from one another, even avoiding the aid from the Griffon Kingdom's military.

Scowls on their faces. Hatred in the hearts. Only Clint Barton could see how far that hatred spread. He saw it spread all the way over to the castle in the distance, at the two Avengers making their way out. Equines by their side. A griffon joining them.

Iron Man broke through the blizzard, landing directly next to Thor. The god watched as Tony Stark's mask slid upwards.

"Anything?" Thor asked, eyes cautious.

Stark just shook his head. "Couldn't find him." He then turned to the hulking figure behind the mares. "Was the punch really necessary?"

Hulk merely snarled in response.

With his mask open, it gave Stark an exact view of what he had come to know from their failure. A city in ruin, its population in pain, in anger directed towards them. He could see the hatred in their eyes as they slowly pushed on by through the falling snow. He watched as the commanding leaders in the Royal Guard exchanged formalities with the griffons. Hoofshakes all around, an easy silence in the eyes of the griffons as the Avengers came into view.

He didn't see it there, but he could feel Twilight sharing his exact thoughts. As if he could imagine her and her friends witnessing the carnage. They were innocent, of course. They couldn't have seen anything like the turmoil they saw now before.

Well, they did now. And it actually pained his heart to hear Fluttershy's whimpers.

He sighed, closing his mask as the rocks came.

"Scanners can't pick up a thing in this blizzard. He's gone. Call it, Cap," Stark muttered once Steve Rogers came close enough. The Captain lifted up his shield, blocking the oncoming rain of stones from the angered populace of Griffonstone. A rock hit Stark in the side of the head, but he didn't move.

Twilight and most of her friends all gasped in surprise, shifting their attention over to the civilians. Most wore scowls of hatred, fire in their eyes and stones in their claws. The blood dripped from their foreheads, mixing with the white flakes of snow that fell into the forsaken city.

"Get lost, freaks!" an elderly griffon shouted, launching his stone right at Thor. The Asgardian ducked, but the pressuring amount of guilt nearly tempted him to take it.

"Avengers…" Captain America began, studying the oncoming wave of angered citizens with worry. He shook it off, ready to lift his shield if need be. "Fall back. Royal Guard…to your carriages!"

Hulk breathed out, his breath seen in the cooling temperatures as he watched the Captain make his retreat. He never saw the stone coming, the very stone that struck him in the forehead. Hulk reared his neck back, snorting once before turning on the crowd. Fists clenched, muscles contracted, Hulk snarled at the crowd, causing them to back off. But only slightly.

A gentle palm landed right underneath his chin. Prompting his head over to her, Natasha managed to focus Hulk's attention on her long enough to send the crowd a scowl of her own. She caressed Banner's cheek, prompting him to turn away from them.

"We're done here, boys."

One by one, with the screams assaulting their spirit and their pride, Captain America led the way back into their carriages with Barton, Romanoff, and the mares trailing right behind them. However, both Pinkie Pie and Rainbow Dash sent Gilda a wounded glance toward Gilda's direction, a stare the griffon replied with her own. They joined the rest of their friends in their own carriage, not even Rainbow willing to fly back home this time around.

The Royal Guard, in their droves of carriages, finally escaped the carnage that remained of Griffonstone, their battle lost but war far from over. Tony Stark and Thor were quick to follow, taking off into the air after sharing unified stares of hurt between the two.

Hulk was all that remained. He sent a glare towards the city's populace.

And then he spun around, bent low, and leapt over the mountains.

The throne room of King Guto was never abandoned. Out of the shadows, a hooded pony emerged, taking its very first steps out into the waning sunlight that were able to pierce through the storm clouds. The pony scanned the destruction, finding no interest.

However, the books scattered amongst the floor and wall slabs were quite interesting.

Falling to its haunches, the hooded pony studied each book with growing absorption, and even greater worry. At first, there didn't seem to be a reason to fear, a reason to be worry. But as each book passed, each new one levitating over to the unicorn's field of vision, the pieces of the puzzle slowly began to build themselves.

The pony read off the titles. The titles that put the pieces of the puzzle together.

_Equestria: A Basic History_.

_Monsters and Myth: The Discovery of Beasts Beyond Equestria_.

_Rural Lands: Maps of Equus_.

_Equestrian Legends_.

The pony took in a deep breath, and almost released that breath in a cry of terror.

The last book… The one that put the final piece in the puzzle. A page was bent, and the pony flipped the book to that exact spot, flipping, flipping, and flipping. The pony flipped through the pages until they tore. Back and forth, reading furiously, all the way to the back and front cover.

_Royal Bloodline of the Griffon Kingdom_.

The tip of the page bent inwards was within chapter eight. The royal currency. The golden obol.


	28. Under The Dark Hood

The hunt had begun.

Princess Celestia knew this more than anypony, her sister as well. The moment the letter reached their awaiting hooves, trembling after hearing the devastating news from the Princess of Friendship, the two knew right away where it had come from, where the letter originated.

The Griffon Kingdom. Whatever remained of it, that is. Precisely Griffonstone.

Now Celestia expected some sort of call to action from their neighboring nation, demanding retaliation for the cowardly attack that cost numerous innocent lives. That's what she expected, Luna as well. Never did they suspect to be brutalized by words of cruelty, of hatred, for those they have lived with for over a thousand years. Because that's what they received.

A high noble, one they came to know as Gallant, a distant relative to the last known griffon king, objected to the so-called "Equestrian Circus Freaks" having entered into their territory, demolishing what could have been spared from the heart of the entire kingdom. His words were blotted, possibly in anger, as the ink was heavy with numerous slashes and spills across the letter. But the two sisters could still make it out. They could still read it as clear as any given day.

Gallant warned of any more Equestrian intrusion with their own conflicts, especially with the "freaks" they sent to join the Royal Guard in the failed defense. He apparently spoke for the entire kingdom, and didn't want to see the aliens in their land ever again. He warned of consequences to pay if the Princesses broke this threat, and told them to deal with their own fight. They wanted none of it.

There was no wonder why Celestia and Luna disliked Gallant so much. Not at all like King Guto.

But the letter was useful, more useful than extra paper to burn for the upcoming winter. It gave them a warning, and a reason to stop holding back and actually take action. There was a monster in their land, a monster by the name of Ultron, and he had to be stopped.

So, as ordered from the Royal Sisters hours ago, the hunt had begun.

Squads of Royal Guard scaled Equestria from one end of the country to the other, search and destroy teams hunting on their own birth ground for the beast known as Ultron. Even as Luna crumbled up the letter and tossed it to the floor in front of them, shadows of chariots flew across the dying sunset, their images seen through the windows lining the throne room, hunting, searching.

The hunt didn't just remain in Equestria alone, it sprawled across as many nations as the two sisters saw fit. A warning was given. There was no holding back the truth. There was an alien army on Equus, and the Princesses informed as many of their neighboring nations, even distant ones, to the possible threat of an alien in their land. After the devastating attack in Griffonstone, the delegates and rulers from the nations sprawling Equus responded in kind, searching their own land for the alien Celestia and Luna had described.

It wouldn't end soon. That much they knew. What they didn't know was how Ultron could disperse and hide such a massive army in such little time.

That thought could wait.

"Ignorant little brat," Luna spat angrily, causing Celestia to slowly turn her way. "If it hadn't been for those 'circus freaks', the heart of the Griffon Kingdom would cease beating."

"He is simply troubled, Luna," Celestia replied, her calming tone easing Luna's judgment, but only for so long. "Fear clouds their judgement. We've known this for far too long."

Princess Luna snorted, staring at the crumbled letter several feet in front of her throne. "The Avengers _saved_ Griffonstone."

"And they don't know that."

"But _we_ do!"

Celestia turned to her sister, her stare as hard as any marble surface within the throne room, perhaps harder. She said fiercely, "All that matters to Gallant and the rest of the Griffon Kingdom is the safety and stability of their already weakened nation. They have no time for heroes, unfortunately. They only care for their own agendas, for their own citizens."

"The griffons are as greedy as dragons, dear sister," Luna retorted, turning to her sister so they were staring face to face. With a growing frown, she snarled, "They care not for one another. They merely scrounge up as many bits as their talons can carry while innocent families are slaughtered in Griffonstone. Sickening bunch."

"And we are to blame the many for the actions of the few?" Celestia replied coyly. Her stare returned, hard as ever. "Princess Twilight wrote it as clear as day, Luna. There were griffons staying for the fight, protecting the innocent, one a certain Rainbow Dash knew personally. I hope you see that, Luna."

Luna held her glare, not willing to back down to her older sister. She realized soon it was fruitless, sighing and lowering her gaze. "Perhaps it is so," she mumbled, mane flowing with sparkles of the night sky. "But what of the Avengers?"

Celestia lowered her stare as well, the fire in her eyes cooling down to warm cinder. "Let them do what they must. If we have any luck, we will inform them immediately of Ultron's or Starlight Glimmer's whereabouts."

"And if we fail?" Luna prompted, tilting her head Celestia's way.

Her older sister shook her head. "We won't."

Luna faced her once more, holding a new type of strength in her eyes. She said, "With every effort we put out, sending guards, guards with families of their own, to the wilderness to hunt for a beast they will have little to no chance of defeating on their own, what then can we do, dear sister? What if we find him?"

It was several seconds before Celestia actually gave Luna her full attention, the warm cinder now a full flame, now a flaming forest burning bright in her stare. The strength of the sun, of the solar goddess burned fury, determination. It was a look Luna had seen very few times. And each time was either horrific, powerful, or both. Each time was unforgettable.

Celestia said, "With the combined efforts of our armies…and Earth's Mightiest Heroes…we will see his end."

That fury died as a loud _bang_ echoed across the throne room.

Jolting forward, the two sisters ceased thought on the current situation and brought their eyes to the twin doors at the end of their throne room. The guards to the left and right gripped their spears, taking a few steps away from the pounding doors with mixtures of worry and confusion in their eyes. That mixture was added with a bit of fear as painful cries erupted from behind the doors. It was even more terrifying to know it was the cries of their fellow guards.

They gripped their spears tighter, slowly pushing forward. Further down, Luna and Celestia took their stand, eyeing the doors cautiously and readily. Their horns were ignited in their own respected auras, ready for any sort of fight that might fall down. The cries fell silent, leaving the throne room just as it once was.

And they slowly opened.

And a hooded pony trotted inside.

The clip-clopping of the pony's hoofsteps echoed throughout the throne room, slowing only once the two guards jammed their spears in front of the pony.

"Halt!" one of them ordered, anger evident both in tone and eyes. The other guard gasped, spotting the two from behind the door lying unconscious at the doors' edges. The first guard growled, tightening his grip once more. "Who are you, and what are you—?"

He soon found himself hurtling towards the wall.

A gust of magical release from the hooded pony's horn sent both guards flying to the wall directly in front of them, knocking them unconscious upon impact. As their helmets rolled from their heads, their spears spanking hard against the marble floor, the pony continued onwards, straight for the two princesses.

"Be still!"

And then the pony stopped.

Luna glared at the intruder with the intent of incinerating the pony then and there, the foal actual having the audacity of breaking into their throne room unannounced and harming their guards. Celestia could have shared her sister's feelings, but held back, and stared curiously at the pony standing so very far away from their thrones, stopping only once Luna ordered her to.

She then turned back towards the two fallen guards, her anger returning.

With her wings outstretched, one pushing Luna back slightly, Celestia turned and narrowed her gaze on the pony standing before them. She asked, loud and vocal, "We have specifically ordered no visitors during this time."

The pony did not respond with words, but with gestures. The pony lightly bowed, coming back up and staring forward to the two sisters.

"I have bowed out of respect for the two rulers of Equestria. You get that often; hear the same thing over and over. Now, hear _my_ plea," the pony spoke, low and raspy, the tone indicating a female under the dark hood.

Luna would have none of it. Slamming her hoof down, she yelled, "Thou have entered with the intent of harm, injuring several guards in the process, and you expect us to simply _hear_ your plea? We have no _desire_ to hear you, wretch! Be gone, or face dire consequences…"

Celestia was soon to intervene, but stopped. Shockingly to both, the mare only chuckled. It sounded more like a giggle. Quick, precise, to the point. She was not threatened. With the shadows covering her face, her muzzle coiled into that of a knowing smile, saying, "I believe you have bigger problems than little ol' me. Perhaps you wish to know more of this…'Ultron' character?"

And just like that, Luna's angered dissipated, but not for long. Celestia focused on the mare, her eyes narrowing. She lowered her wings, her horn dimming, as she asked, "What do you know?"

"And it had better be important…" Luna threatened, not risking canceling her magic.

The mare chuckled once more, reaching up and pulling down her hood. The two sisters stared in disbelief, their breaths simply falling silent and debating whether to return. Luna snarled. Celestia held her contemplating stare, simply lost for the right judgement.

"Trust me," Starlight Glimmer said, her black eye seen from the thrones, "this information will save the world."


	29. That's Just Rainbow!

Defeat tasted like…raw turnips. Whether everyone else imagined defeat to taste like so or something just completely different, it didn't really matter. Tony Stark knew what defeat tasted like for him. And not even the delicious hot cocoa could hinder the taste of raw turnips.

He still nodded after receiving the cup of warm, chocolate goodness, his only form of appreciation for the princess offering him the cup. Twilight smiled warmly at the gesture, returning her attention to everypony…and every_one_ present. Each Avenger seated themselves on nearby couches and around the main table within her library. Her friends joined them, each one holding a cup of hot chocolate. They were delicious, enjoyable, as told to her by her friends.

The journey back from Griffonstone was…not so enjoyable.

Certain tasks had to be accomplished, of course. As the princess leading the offensive waves of Royal Guard, Twilight addressed all Royal Guard upper command to inform Celestia of the events that had transpired in Griffonstone. She wrote a letter too just to be on the safe side. Once the Royal Guard had returned to Canterlot, it was just her friends and Earth's Mightiest Heroes left to travel back to Ponyville on the quietest, most awkward train ride yet.

No one was able to speak of the events in Griffonstone. And how could they? Even then, Twilight situated herself in a library with silence lingering amongst her friends. All of them. For the first time, Twilight never wanted a quiet library. They needed to address the situation right away.

Taking a soft, delicate sip from her steaming cup of hot chocolate, Twilight set the cup down on the round table and took notice of the group's situation. Rainbow Dash, Applejack, Rarity, and Pinkie Pie were sitting alongside her with Clint Barton, Natasha Romanoff, and Bruce Banner sitting side by side directly in front of them. Tony Stark, stripped from his armor currently charging in Twilight's observatory, was standing alongside Thor Odinson, the two looking anywhere except the table.

And Captain America was sitting on the couch with Fluttershy right by him, looking to him. Spike joined her, sitting on the Captain's opposite side. He didn't even acknowledge her presence. His head was low, breathing soft, elbows on his knees, shield on his back, pure defeat in his stature. He didn't even drink his hot chocolate.

Twilight took another sip. "How are you all doing?" she addressed to all.

Steve was the first to look at her. The look in the Captain's eyes told the tale. The cold, blistering tale of loss and foreboding, of defeat and sorrow. It soared in and out, gave way to a tale even Twilight had yet to imagine from a soldier's perspective.

He held that stare for several seconds, cooling Twilight's blood flow with every passing second. He only sighed in the end, looking down once more. "Shaken," Rogers muttered. Fluttershy turned to him, hurt in her eyes.

Twilight nodded, sharing the man's feelings. "I'm sorry to hear that." She turned to the others, more precisely, the rest of her friends.

Rarity waved a hoof dismissively. She said, "We're fine, darling, just…a tad on edge."

"We'll be back on our hooves in no time!" Pinkie cheered, spewing confetti all across the round table. Thor and Clint exchanged looks of confusion and worry, Thor taking a cautious step away from the pink mare as Banner observed the confetti between his fingers.

Rainbow Dash just blew a raspberry, flipping her mane back as she leaned against her chair. "Yeah, it's nothing we haven't faced before. No biggie," she said, eyes closed.

It unfortunately spurred a certain Avenger into act, scoffing and turning his golden-haired head her way. Odinson shook his head, an amusing smile growing amongst his lips.

"No biggie?" he questioned, prompting the mares to turn his way, Rainbow Dash twisting around in her seat to stare at him. "What you all faced out there was far from being a 'biggie'!

The sudden outburst caused Fluttershy to squeal in surprise, flinching and falling away into the couch's cushions. As for the rest of the mares and baby dragon, they kept their gazes locked on the Asgardian, watching his moves with growing suspicion.

Thor nearly threw his hammer down, instead refraining from doing so and pointing at the rainbow mare. He asked, "Do you imagine Ultron to be just one of your world's weak monstrosities? If so, then you are far being fine. It is like _nothing_ you have yet faced. It is far…_far_ worse."

Rainbow lost every bit of humor she once held, instead holding a growing frown against the Avenger accusing _her_. Applejack quickly intervened, prompting Thor's attention to turn to her. She drawled, "Ultron just got a lucky hit on us. We'll be back an' at 'im in no time."

"That's not the problem, Applejack."

The blonde mare brought her eyes over to the weary man sitting across from her. Bruce Banner leaned forward, forehead resting against his palm as he stared at her. He sighed through his nostrils, Natasha resting her gloved-palm on his shoulder.

"It's all of you," the doctor mumbled.

Confusion spread like wildfire amongst the ponies, infecting each one with its curse. Rarity shifted her eyes from her friends and returned to weary doctor. "Us?" she asked for clarification. Banner nodded.

"What about us?" Dash asked harshly.

Bruce only looked back. Everypony followed his gaze.

"Stark…?" Twilight asked, voice lingering on.

The man behind the doctor pursed his lips in signs of thought, anger, and bewilderment. He certainly was in deep thought, but with the cast of colorful characters eyeing him down, demanding some sort of clear answer to what he and the rest of his team had been discussing earlier on, without the presence of any of the ponies.

They needed to know. No more holding back. Time to be real. That wasn't so hard for him.

"…I almost saw six innocent ponies get murdered today," he began, earning the interest of everypony around. He didn't stop. "…In cold blood…as hostages. Not just any six. I could try, but I wouldn't care as much if it were anyone else. It was all of you. Princess Twilight and her closest allies, some of the upmost respected and acknowledged ponies in all of Equestria…somehow found dead in Griffonstone following Ultron's attack."

They were far from being confused anymore. They were beginning to appear worried, visibly shaking. Well, more of the tender mares such as Fluttershy and Pinkie Pie. The others were unaffected, Rainbow still bearing a frown. Stark still didn't stop. They needed to know.

With a step forward closer to the table, Stark asked, "Do you even recollect—scratch that—do you even _think_ about the consequences of your actions?"

"Do you?" Twilight retorted, eyes narrowing in suspicion.

"That's. Not. The point," Stark snarled.

"Then what _is_?" Rainbow Dash snarled back, equally as furious.

Stark twisted to her, jamming his finger into the crystal right in-between Barton and Romanoff. The two backed away, looking up at Stark expectantly.

"How's Equestria going to react once they discover that some of the most essential ponies that have protected the country were suddenly gone? Huh? What will all of your families think to know that their own blood was dead for nothing?"

"It wouldn't have been for nothing," Twilight began.

Stark shot back. "Bullshit!"

"Steve doesn't like that—" Barton was saying, but was immediately shut down.

"Not now! They need to know!" Tony shouted, earning several, frightened squeaks from the yellow Pegasus behind him. He ignored it. They needed to know. With a controlled sigh, he continued. "They need to know how big of a deal this is. Ultron isn't playing around…and neither are we. So…they need to know that they can't fight anymore."

He waited.

"_WHAT_?!" Rainbow Dash screamed.

There it was.

The Pegasus was red with anger and nearly exploded from her chair, pointing an accusing hoof right for the billionaire. She yelled, "You're telling me that you want us to _back off_ while some freak destroys our world?! Are you _kidding me_?!"

"Ah agree with Dash!" Applejack said. "Have ya lost yer marbles, Tony?!"

"Tony, what's this about?" Twilight asked.

Pinkie shot even more confetti out of nowhere. "LOUD NOISES!"

"We can't lose you!"

The pestering silence began to build into a wall so thick no once could hope to crack it and find hope of an explanation. Rainbow Dash still heaved in breaths of fuming anger, staring angrily at the man who had spoken moments ago. Each mare turned his way, each Avenger awaiting the conclusion they agreed upon…and the explanation to come with it.

Tony looked on to Twilight.

"Like we said before...we're the Avengers," Stark began. "We're just a ragtag group of heroes who can't even save innocent people from getting caught in the crossfire. Who's to say we can protect all of you from Ultron?"

"We can protect ourselves," Dash told him, her voice held back.

"No, you can't."

"Yes…we _can_!" she clarified, stamping her hoof into the crystal and taking flight. She flew across the table, nearly butting foreheads with the man. "You may have only been here for a few days, Tony, but that doesn't give you the right to tell us to stop from protecting our own world from a monster _you all_ brought with you!"

"That's enough!"

All eyes shifted to the couch, to the standing Captain with blistering fury in his glare. Rainbow flew back, all four hooves planted onto the table. Captain America cared not for the attention; he just wanted them to listen. And he was glad they were. All six of them with their eyes glued to him.

He sighed. "None of you are soldiers. None of you have been on the battlefield, fighting against an enemy with the sole intention to kill you by any means possible. None of you…have faced someone like Ultron. But we have. We've been on the battlefield fighting such an enemy. Once we take him down there's nothing left, it's just his army. And if we die stopping Ultron…Equestria…Equus…the world will only have you and your friends to turn to."

Rainbow Dash glared at the Captain. He glared right on back, the fire in his eyes overcoming hers. She looked away, snorting in anger.

"We can't lose you now," Steve stated, broad and powerful.

"Stay out of the fight," Tony clarified.

There it was. The conclusion the Avengers had come to regarding the events of Griffonstone. No more playing around. It was war, and the world they were trapped in was definitely not prepared for such an event. They, as failures, were expendable, but Twilight and her friends were not. They were regarded as heroes of Equestria, saving the land multiple times from what they have told them. If they lost them now…especially to Ultron…the blow would be far more catastrophic than anything they can prepare for.

Now, it was just a matter of seeing if they agreed upon said conclusion.

Rainbow Dash spread her wings and hovered several feet in the air. Her glare remained unfazed, lingering on Earth's Mightiest Heroes. "You don't know _any_thing about us," she muttered, spinning around and zipping out of the room, a slight rainbow trail following her.

Applejack watched her leave, sighing and lowering her head. "So that's it, huh? Yer jus' gonna tie us to a leash while ya'll go out an' save the world."

"I'm sorry, Miss Applejack," Rogers told her. "It's for the best."

"_Tch_. Yeah. Sure," she muttered as well, pushing away from the table and making her exit. As she slowly escaped from the library, she called out, "Well, Ah got some work to attend to back at the farm. See ya'll later."

As Applejack vanished behind the closing doors, Rarity stood up and plopped herself on the ground. "Oh, I must disperse as well," she whined, though grew a relieved grin shortly after. "I have several orders to attend to now that I won't have to worry about that dreadful beast."

Steve watched her leave, the other Avengers as well. "So you're fine with this?" he asked.

"Oh, certainly, darling! While it is dreadful that this 'Ultron' monster is still out there wreaking havoc, it gives me assurance knowing all of you will put a stop to that scoundrel," Rarity told them. Steve nodded, but still couldn't hold onto that assurance due to the pressuring amount of guilt building upon his shoulders.

Rarity bowed politely and made her escape. "Goodnight and good luck to all of you."

The others began to leave without another word. Fluttershy made her retreat and moved quickly past the Captain staring at her from behind. Part of him felt awful for having seen her so frightened from his behavior. But it was for the best. They needed to stay away from the fight. From them.

As Spike yawned carnivorously and dragged himself out of the library alongside Pinkie Pie. The bouncing mare's tail was swiped at the last moment and dragged over to Twilight. The Alicorn's magic quickly died around Pinkie's tail, said Alicorn jumping from her chair and leaning towards the pink mare. She whispered, "Pinkie, can you keep an eye on Rainbow Dash…just to make sure she's alright?"

Pinkie saluted. "I'll keep three!"

"How—? You know what, never mind. Goodnight, Pinkie." The pink mare waved goodbye, a smile on her face as she bounced playfully out of the library and hopefully out of the castle.

Twilight watched her last friend leave, her ear twitching as the Captain's voice spoke out through the silent library. "Stark, how much longer until your armor's recharged?"

"Rest of the night."

Rogers sighed, hands placed on his hips. Twilight spun around and watched him address his team. "We'll call it quits then. I'll see you all in the morning, bright and early. Get a lot of rest, all of you. We're finding the rest of our team…and then we're going after Ultron."

From the open door which led to the hallways, which of course led to the guest rooms where the Avengers would remain, Captain America stopped and stared at the Alicorn holding the door for him. He stared at her with eyes filled with sorrow, but a strong sort.

With a gentle exhale, he said, "I'm sorry, Twilight."

She only nodded, watching as the Captain disappeared down the dark hall, the lights from the shimmering crystals reflecting off the star-spangled shield on his back. She turned back into the library, holding the door open for the remaining Avengers to pass on by. Thor and Barton were first, accompanied slowly by Banner and Romanoff, each one giving her a pitiful look, each one the same but holding different weight.

With that, Twilight watched them disappear and closed the door.

All that was left was the wreck of a billionaire, of a playboy, of a super genius. Tony Stark.

He sat alone at the round table, staring at the crystal intently with little to no interest. His head was propped up against his left palm, his right finger scratching the crystal. He didn't even finish his hot chocolate, as was evident by the cup resting on the table behind him. Twilight pursed her lips in thought, mouth opening. "Mr. Stark…?"

It was a full seven seconds before he answered with: "Please…Mr. Stark was my father."

Twilight ignored it, trotting over and sitting right next to him. "Tony…just listen," she began, voice nearly a whisper. She didn't feel the need to talk loud, knowing she and him were the only ones left. "I know it's hard…losing faith in those close to you. From experience, I can tell you that you need to be thankful for what you have, and accept help even if you think you don't need it. Because I learned a long time ago that nothing can be accomplished without the help of a few friends."

"I have a few friends," Tony shot at her, his own voice muffled in defeat.

Twilight smiled. "Then just a bit more."

To her surprise, Stark chuckled a bit. He said, "Here I am getting lectured about friendship from a magical, talking pony. My life's gone to—"

To his surprise, Twilight leaned in and wrapped her wing around his shoulders, bringing the man in for a quick hug. His blood froze, all weariness creeping into his eyesight suddenly vanquished as the mare leaned her cheek on his shoulder. She exhaled, smiling at him.

"I'm the Princess of Friendship… It's what I do," she whispered, breaking off. Tony remained frozen, jaw slightly agape but eyes refusing to move.

She offered one last smile to the man before falling back to the doors. Each one opened with a flick of her neck and a glow of her horn, and as she was about to disappear into the dark halls to find her room she turned back.

"Goodnight, Tony."

The doors slowly closed.

"Yeah," Tony Stark whispered. He spun his neck around, spotting his hot chocolate. He quickly got up and snatched the cup, taking a slow sip. It was cold. And he shivered.

_Knock! Knock! Knock!_

Spike opened the castle doors, immediately tossing his Rarity doll aside once the appearance of a stressed Rarity, Applejack, and Fluttershy stood in front of him. Joining the three was the blinding, morning sunlight, barely rising over the mountains overlooking Ponyville.

Twilight joined her dragon assistant, rubbing the sleepiness from her eyes. She yawned, "Guys? What are you doing here so early? Come to see off Captain Rogers? I mean, he doesn't leave for another ten—"

Applejack shook her head, red veins burning in her eyes. "Twilight! Is Rainbow Dash here?"

Twilight was taken aback. "What? No, she's not. Why would she?"

"It's even worse than we thought," Applejack growled, kicking the dirt. "We checked everywhere, Twi! Her house, asked some weather ponies, nearly every cloud in Ponyville, an' still nothin'!"

"Even Tank said he saw her leave in the middle of the night," Fluttershy added quickly, her chest lusting for breaths of air. It appeared that the three of them had been in quite the rush as evident from the sweat on the brows and the mud on their hooves. Even Rarity didn't seem to mind…much.

Twilight, however, wasn't focused on their appearance for much longer. She asked, "Why? Where would she—?" She paused, eyes widening in horror. "Oh, no. You guys don't think…?"

They nodded grimly.

The Alicorn quickly bit her lip, eyes darting back and forth. She quickly stuttered, "M-maybe it's not true! We…we have to find Pinkie! Maybe she knows where Rainbow went!"

Applejack pulled her hat back. "Yeah, she's gone too. Left a letter an' everything explainin' that she saw Dash take off. Ah guess she followed her…if what her letter said was true an' all. We thought they'd still be in Ponyville but…that doesn't seem ta be the case anymore."

Twilight stepped fully outside to the chill, morning wind. She eyed Ponyville with determination in her stare. She shook her head, knowing full well what Rainbow Dash was planning. Darn that pony and her arrogance, thinking she can take on an entire army. The argument from last night must have affected her more than anypony. Twilight wouldn't doubt it, and was slowly beginning to find a reason to give Rainbow some credibility for her actions.

That didn't mean it was completely asinine.

"We have to stop her before she gets herself killed. Fluttershy, do you think you can ask any birds if they've seen a blue Pegasus fly nearby?" Twilight asked, turning to Fluttershy. She nodded, taking off into the sky. "Spike, keep everyone in the castle busy until we get back. We won't be long."

All the sleep in Spike's eyes vanished. Before he could interject on the situation, Twilight and the rest of her friends took off down the road, a trail of dust left behind for the baby dragon to breathe in and cough out. He watched them disappear into town, sighing and closing the castle doors in the process.

He picked up his Rarity doll, hugging it. "Good luck."

"Twilight…you in there?"

He rested against the cool castle walls, the warmth of the coffee cup in his hands filling Tony Stark with vigor and perception. The sleep in his eyes faded as he took a whiff of the coffee, the content smile he once held falling as he again turned to Twilight's room door.

No answer. With a sigh, he began in a louder tone.

"Look, I'm usually not the one to say 'I'm sorry' but…I'll cross the line just this once. For you. Because you were right." He took a drink from his coffee, swirling the mixture. "I haven't lost faith in you or any of your friends, I just…I just want you all to be safe. This was never your war to being with. It was ours…and it was our fault to have brought it to you."

Still nothing. Another drink. The morning sunlight broke through the stained-glass windows and blinded Stark.

"We've promised a lot to too many people. We can't promise any of your safety with Ultron on the loose, and…and we'd hate to see what the consequences will be if we lost any of you. I'd hate to see it. I'm just…I just want you and your friends to be safe."

Once again, no response. Stark's upper lip curled upwards, his eyes landing in the dark liquid.

He perked up, saying, "I also treated myself to some of your coffee, if you don't mind."

Silence on the other end. Now he was getting slightly concerned. "Twilight? Come on, I'm not repeating that. Please tell me you heard all of it." He pushed against the door and watched as it easily swung open, revealing an empty bedroom.

"What the…?" Stark began, his voice suddenly falling as another piped up from behind.

Spike hobbled over to the towering man, breathing in heavily with sweat streaming from his forehead. "Hey Tony!" Spike exclaimed, placing his claws on his knees for support.

Stark nodded to him. "Hey, have you seen Twilight anywhere?"

Upon hearing that, Spike noticed the empty bedroom at the edge of his vision. He flinched back, teeth gritting and blood freezing. He quickly looked for an escape, anything to get him out of the situation he was trapped in.

"Um…bye Tony!" Spike began and spun around.

"Stop right there, Spyro," commanded Stark. The dragon halted in his escape, only due to the lack of the proper use of his name. "Where's Twilight?"

With a nervous gulp, trapped and captured, Spike slowly spun around, his claws held together behind his back. He smiled awkwardly, saying, "Oh, you mean _that_ Twilight! Yeah, I was…just about to go get her for you!"

"No need. Tell me where she is and I'll find her."

Spike desperately searched for an excuse. A lie. "Um…she's…asleep?"

Tony stepped aside, revealing the empty bedroom of the Princess of Friendship.

"On the roof?"

"Last chance, Barney," Tony threatened, taking one step forward. "Where is she?"

"Um…dead?"

Tony Stark slowly placed his cup of coffee into his alternate palm, his left hand, and shot out his right, fingers outstretched. For several seconds Spike watched as the man stared him down, his hand held out, his other gently holding the cup. He took a slow sip, never breaking eye contact with the small dragon.

And then came the flying glove.

Spike jumped back, breathless and shocked to see a red glove fly into Stark's palm, metal bits covering his wrist and locking in place. The palm ignited into a bright blue glow, showering down onto the shivering dragon.

"You sure she's dead?"

Spike gulped and shook his head.


	30. Fastest There Is

Stupid things thought they were sneaky.

A chilling shiver raced up and down Rainbow Dash's spine, yet she did her best to hide any and all movement lest she give herself away from their watchful eyes. However, she was beginning to feel less and less worried as Ultron's nearly endless army flew overhead in small waves of five each, a few groups trailing behind.

She hid herself in the frozen forest below, dipping to bushes, hiding between tree branches, logs, rocks, anything that could provide cover. The snow fell slightly in the forest, the Foal Mountains hanging in the distance. However, Ultron's army and their trails of dying, blue light seemed to fly away from the mountains, presumably southeast if what Dash's compass was telling her.

Even she came prepared. A nice, big jacket to keep her warm from the cool temperatures in the frozen forest, a water jug with a knapsack strewn over her back, a compass in hoof and a scowl on her face. Those twin rose irises of hers stared straight up, past the blinding white of the snow covering the tree branches and onto the escaping Ultron Sentries overhead.

She needed to keep up. The army would no doubt lead her to Ultron. The freak was going to pay for what he did…and not even the Avengers could stop her now.

Placing the compass inside her knapsack for safekeeping, Rainbow swiped her water jug and took a quick sip, ready to continue the journey southeast. But just as she was about to place her water jug back where it belonged, her ear twitched at the sound of a slight rustle.

She immediately dipped to cover, back pressed hard against the tree she hid behind. Rainbow held her breath, a worsening frown growing across her features as she listened intently for the next sound to be heard. All the while, she mentally punished herself for not staying alert. No more water breaks until she was certain the coast was clear.

Waiting on for several more seconds, the Pegasus slowly turned her head to the left to investigate. Peeking out from the cover, Rainbow spotted the bush where the noise had emanated from. Apart from the cool wind blowing across the snow-covered forest floor, the bush remained motionless, silent even.

And then the rustling returned.

Rainbow gritted her jaw and slid back ever so slightly, eyeing the bush and preparing to defend herself for the situation. Slight traces of snow continued to fall between the distance of the mare and the rustling bush, and finally the perpetrator revealed itself.

A white rabbit.

The furry, little critter sniffed innocently and rubbed its face. Dash only snorted, earning the rabbit's attention and scaring it away. Rainbow Dash rolled her eyes, adjusted her jacket as a cool breeze approached, and spun around to be nose to nose with Pinkie Pie.

A look of shocked horror spread across the mare's features, only to be replaced with dread as Pinkie began to open her mouth.

"_There_ you are, Dashie! I've been looking for you for—!"

As quick as a bullet, famously known for as well, Rainbow Dash shot forward and slammed her hoof across Pinkie's mouth, silencing the pink mare for the time being. She sternly shushed her, earning a curious brow raise from Pinkie.

"Be quiet, Pinkie!" Dash hissed silently, scanning the skies and the area around them. She let the seconds tick away, letting the silence return to the forest. It was the exact time she returned to the pink mare.

"How did you follow me?" Dash asked, and then quickly realized the question was pointless against somepony like Pinkie. So, she instead asked, "Never mind. What are you even doing here, Pinkie?"

Removing her hoof, Pinkie smiled joyously and said, "Before I fell asleep last night, I totally remembered that Twilight asked me to watch over you. So, just as I was about to go on a super-secret spy mission, I saw you and your little rainbow trail flying right past the Everfree Forest. A little gator told me to follow you just in case you didn't get hurt. So, here I am!"

Again, Rainbow shushed her pink friend, eyeing the forest cautiously. As Pinkie bounced up down, shivering every now and then as she didn't bring any clothing to keep warm, Rainbow turned her nose to the sky, mentally gasping to barely see even a hint of the sentries' trail. A cluster of hawks seem to cover the skies now, circling directly over her head.

She was running out of time. If she didn't catch up she'll lose the sentries' trail, and ultimately Ultron's hiding place.

With a snort, Rainbow spun around and pushed Pinkie aside. "I don't have time for this, Pinks. Go back to Ponyville. I'll be back in a few days, tops."

The stubborn mare appeared in front of Dash's path, shaking her head. Rainbow responded with a glare so heated it could melt the snow covering her hooves.

"No can do, Dashie!" Pinkie replied happily, a slight grin tugging at her lips, infuriating Dash. "I have orders from Twilight not to let you out of my sight! And I have orders from Gummy to keep you safe no matter what!"

Irritated at Pinkie's loud voice, Dash hissed, "I don't need your help. I can take care of this by myself. Now go home."

Pinkie shook her head again, that same smile gracing her features. "Nope!" she practically yelled. "I'm stuck to you like butterscotch! In fact, that actually sounds pretty good! I haven't even eaten breakfast yet so I could really go for a snack. Hey! You got any butterscotch in that knapsack of yours! I bet you do and you're just trying it hide it from me!"

"Pinkie…" Dash warned, eyeing the skies, desperately searching for the trail and finding none.

"You can practically hear my tummy rumbling! Hee, hee! It tickles! Let's stop for a snack break, Dashie! Maybe that'll clear away that angry frown that seems to be directed towards me!"

"Go home," Rainbow sternly whispered, spreading her wings and taking off. Her flight was cancelled short, the mare face planting into the freezing forest floor. Dash's angry eyes popped out from the snow, turning back towards the pink mare hugging her rainbow tail and keeping her grounded.

"One second!" Pinkie whined. "Silly filly, you know I can't fly! Looks like we're both…'grounded' from here on out! Hee, hee, hee!"

"I said…" Dash growled, ripping her tail away from Pinkie's grasp and spinning to face her. With feral eyes and gritted teeth, Rainbow spread her wings and screamed, "Go _HOME_!"

And just like that, her anger distracted her and her voice gave her away. An orange pony tackled Rainbow to the snow, straddling the mare and keeping all four of her hooves down.

"Ah found her!" Applejack shouted, struggling to keep the angered Rainbow Dash down. Thankfully, her strength was enough to hold Dash until the rest of her friends arrived. Twilight and Fluttershy arrived by air, and Rarity slipping past the trees and coming into view breathless. They each wore heavy winter coats. Each one approached Applejack with equally concerned stares for the Pegasus the mare held down.

Rainbow Dash saw them approach, growling and struggling even more against Applejack's great strength. Even with her own force, Dash was equally matched with the pony above her. So, she listened and waited as Twilight was the first to come forward, joined quickly by Fluttershy and Rarity.

"There you all are!" Pinkie shouted, hopping towards the approaching Alicorn. "How'd ya find us, Twilight?! Huh? How'd ya do it? How'd ya do it?"

Holding her disheartened frown against Dash, Twilight answered with her breath cooled from the forest's temperatures. "It wasn't hard once Fluttershy got the local hawks to tell us where they spotted a blue Pegasus flying by. It especially wasn't hard once we heard her _screaming_ from a mile away."

"Blame _her_," Rainbow said, jamming her hoof towards the innocent smile of Pinkie Pie. "She's been shouting and giving away my position before all of you showed up!"

"We're not playing the blame game here, Rainbow," Twilight sternly told the downed Pegasus. Fluttershy approached Twilight's right, nuzzling a hawk resting on her foreleg before letting the creature take off into the cool air. Twilight continued, turning to Applejack.

"AJ, could you please?"

Applejack nodded, stepping away and allowing Rainbow to compose herself. She shot up almost immediately, holding her furious glare against each and every one of her friends. Twilight glared back, nearly shouting, "What were you thinking, Rainbow? Going out on your own to take on an army even you know you can't fight against, and for what? To prove a point to the Avengers?"

"It's more than that, Twilight!" Dash shouted back, her breath growing larger and larger as her anger flared. She pressed a hoof over her heart, eyes burning. "_They_ told us we can't protect ourselves! _They_ told us we can't fight back! I'm going to prove to them who we _really_ are, by shoving my hoof straight down Ultron's throat!"

"Rainbow Dash, that's enough!" Rarity ordered, instantly rejected as Dash turned to her.

"Shut it, Rarity!" she screamed, earning a gasp from the unicorn. Dash ignored her, turning back towards Twilight. "You expect us to back away from the fight? Do you expect us to sit back and let somepony else fight our battles for us?! Well, I'm not!"

"But _alone_?!" Twilight bellowed. "You could've been killed!"

"I'm not alone anymore!" Dash said, holding her hoof out to the rest of her friends. "We can stop him here! We can use our Rainbow Power and bring an end to this freak for coming to our world!"

Twilight shook her head slightly, lip curling. "We don't even know where _he_ is!"

"I was just about to figure that out before Pinkie ruined everything and made me lose the trail!" Dash replied in a sharp tone, earning a gasp from Pinkie.

Pinkie shot forward, stepping right in the growing feud between Rainbow Dash and Twilight. She said, "Hey, don't pin this on me! Pin it on Twilight! But most importantly, pin it on Gummy! _They_ told me to follow you!"

"Pinkie, I told you to keep an _eye_ on Rainbow!" Twilight angrily replied.

"Tomato, butterscotch, same thing!" Pinkie said, hoof waving back and forth.

Dash smacked a hoof against her face, slowly bringing it down. She muttered, "Look, either all of you are with me or not, I'm going ahead to find this Ultron jerk and put a stop to him."

She spun around and stopped, a tight pinch of pain erupting from behind. Dash spun her neck back to see Applejack gripping her tail with her jaw. Releasing her friend's tail, Applejack said, "Oh, no yer not, missy! We've been searchin' this here forest all mornin' long an' we ain't about ta jus' let ya go on ahead! Yer comin' home right now!"

Rainbow glared at her blonde friend. Applejack glared back. The stare down lasted a few seconds before Twilight stepped in, a wounded look in her eyes and loss in her voice. She murmured, "You're no match for him, Rainbow Dash."

Dash could've scoffed. "What? Did the _Avengers_ tell you that?"

Twilight was taken aback, her eyes widened and frown returning. "No, I…I just… _Ugh_! Why do you have to be so stubborn?! We saw what he's capable of back at the Gala _and_ Griffonstone! Do you _really_ want to risk your life for a dangerous journey you might not make it back from just to lose in the end?"

Now Dash scoffed. "What do you mean? I'm already the fastest thing in the world, so there's absolutely _nothing_ stopping me from—!"

Unfortunately, not even Rainbow Dash was quick enough to finish that bold statement once a powerful gust of wind broke right through the group, knocking everypony onto their backs and into piles of snow.

Silence returned to the forest once more. More snowflakes casually began to fall against the forest floor, building higher and higher as time progressed. A certain pile of snow broke apart with a pink mane and face popping outwards, shaking to get the snow off.

"Owie wowy," Pinkie groaned, rubbing her forehead. "That wind sure hit hard."

Applejack slowly stood up, eyeing the white trees cautiously, listening intently for every sound. She gulped. "Ah don't think that was the wind, Pinkie Pie."

Groans began to spread. Twilight joined Applejack in helping Pinkie back to her hooves. Soon enough, Fluttershy helped up Rarity, and the group turned to Rainbow Dash, the Pegasus slowly beginning to stand on her own. Twilight took her eyes off Dash rubbing her head and onto the silence of the forest surrounding them, eyes watching and ears listening.

"Whatever it was," Twilight began, earning everypony's attention, "we need to stay alert in case it comes back. Now, Rainbow, I think now would be a good time as ever to head back to Ponyville and—"

The gust of wing returned, just as powerful as ever. Everypony spun around to see the blur, colored blue and silver, disappear between the trees and out of sight. That, of course, didn't stop Rainbow Dash. It also gave her an excuse to completely disregard Twilight at the moment.

"There it is!" Dash pointed out, spreading her wings and taking off like a bullet from a freshly fired chamber. Ignoring her friends' cries and pleas, Rainbow Dash tore through the frozen forest, dodging tree limbs and trunks as if she had memorized the random path she took. There was no memorizing. There was only the blur.

And chasing it down.

And figuring out what the hay it was.

Rainbow had completely lost track of her water jug and knapsack, as the two essential objects to her travel had flown off in the midst of the chase. She was focused completely on the blur that had the guts to attack her and her friends. Even after several twists and turns, ups and down, spirals and shifts, the chase was turning out to be fruitless with no blue and silver blur in sight.

Until it tore right past Dash's nose.

"Hey!" she called out, taking off to chase its trail. There it was, trapped in her sights, heading down a linear path in the frozen forest. Rainbow smirked, already picturing the quick and easy victory in her mind. Now she was closing in, each centimeter of herself growing closer and closer to the blur. Her wings burned, but she ignored it, finally within reaching distance.

And then it turned, spun back, and smacked right into her. In milliseconds.

Rainbow tumbled and rolled, crashing right through a thorn-filled bush and coming to a painful halt, chest planted into the snow-covered forest floor. Her jaw, once tightened with teeth shown slowly began to relax, her eyes adjusting to the light after having been shut tight upon impact.

The pain flooded her veins, earning many painful grunts and groans as she slowly pushed herself up. Upon further inspection of her surroundings, Rainbow Dash realized her coat was completely torn to shreds, an obvious aftereffect from the thorn bush. However, the pain and the status of her coat mattered little to the Pegasus. What she focused on, what her mind was still trying to contemplate was how that blur managed to pull off such a move.

It made a complete 180, holding the same speed as it originally had and slammed into her with just as much force as the first time it hit her and her friends. That was impossible, even Rainbow knew that. Even _she_ knew she couldn't pull off such a feat.

And she _hated_ that.

Falling to a sitting position, with her mind still contemplating the events that transpired, a soft gust of wind returned, earning the Pegasus' attention. However, that moment of attention was all Dash needed to finally realize what it was that attacked her. What it was that pulled off such a move that once seemed impossible.

And it was…human.

The human wore a silver and blue skintight shirt, white lightning designs on the ribcage. It sported black pants, snow particles painted across its legs. Its hair was an extremely light tan, small stubble across its chin and cheeks. The human didn't stop. It casually strolled on by Rainbow Dash, smirking down at the slack-jawed mare. It was a knowing smirk, a cocky one. Rainbow Dash knew that one personally.

And it said, "Fastest thing in the world?"

And then it was gone, trails of silver and blue vanishing from sight.

The human left a stupefied Rainbow Dash sitting on her rump, jaw agape, and eyelids refusing to close. Soon enough, she was all alone in the frozen forest, the cries of her friends growing stronger and stronger, signifying their approach. But she didn't seem to care much for that. She didn't seem to care much for anything at that point.

The second fastest thing in the world muttered, "Whoa…"


	31. Are You the Devil?

The tree lines broke apart, scattering particles of built-up snow across the air as Rainbow Dash slowed to a halt several feet above the trees. Instantly she was pounded by torrents of fresh, cold wind and snow, obscuring her vision and pushing her back.

Rainbow fought against the cold, squinting and searching every trail around the base of the mountain and beyond to catch just a glimpse of him. Her breath was heavy, large clouds of her own breath blocking her eyes. Luckily, it didn't block out every detail her eyes could capture.

She just so happened to catch a silver blur escaping into a far-off tunnel on the side of Foal Mountain. Dash smirked, ear twitching once a new sound appeared from below her.

"Rainbow Dash!" Twilight's voice called from below. "Get down here this instant!"

Rainbow spun around, jamming her neck downwards. From where she broke apart the tree branches to make her escape from the forest, she could see Twilight and the rest of her friends obscured slightly through the broken branches covered in falling snow.

Shaking her head, Rainbow called back by saying, "No way! _You_ come up _here_!"

Reluctantly, and with a groan that traveled longer than it should have, Twilight flew upwards to meet Rainbow Dash in the blithering snowstorm. From there, Dash flew closer to the Alicorn, pointing her hoof towards the direction of the snow-covered Foal Mountain.

Screaming over the high winds, she said, "I saw him go there in that little cave! See it?"

Twilight squinted, raising a foreleg over her eyes to offer a better view. Soon enough, she spotted the cave that Rainbow had pointed out, but stopped herself and took a few paces back.

"Wait, what?" she asked, turning towards the Pegasus. "'Him'? You're telling me that that gust of wind that attacked us was…?"

Rainbow Dash nodded. Twilight's jaw fell.

"It was a human, Twilight. I saw him fully back in the forest," Rainbow Dash clarified, turning her muzzle back to the cave. She shivered, wings pumping harder to keep the mare flying. "And I have a pretty good idea on who it was."

Twilight seemed to share Dash's thoughts. Another human, this one currently unidentified, seemed to fit a certain category she and her friends had seen recently. Throughout their stay, the Avengers had mentioned other members of their team still missing, somewhere in Equestria. Could it be one of the twins? The so-called Vision?

Whichever the case, Twilight did know one thing for certain, and that was to investigate further.

"Then we have to find him," Twilight yelled back, the wind pushing both mares back down below the trees. They met up with the rest of their friends, all four of them shivering slightly with red noses and sniffling all around. The cold seemed to have gotten to them. No surprise there.

"Ya'll ready ta head on back now?" Applejack drawled, holding down her hat from the next wave of wind pelting against her back, causing the group to tense up. "Storm's about ta kick in pretty soon!"

Everypony, especially Applejack, expected Rainbow Dash to object to the idea, finding some ludicrous way to continue on with a snarky remark that only Rainbow Dash could come up with. But it was to everypony's surprise to see Twilight of all ponies shaking her head.

"Not yet, Applejack," Twilight told her, turning to the rest of her friends. With a hardened gaze, trying her best to ignore the cold, she said, "I think we just found our culprit who attacked us."

"That _wind_?" Applejack asked, face contorting into confusion, all that wasn't consumed by the cold.

Twilight nodded, but quickly clarified. "It wasn't wind. It was a human being. Rainbow Dash saw it with her own eyes."

In unison, all questioning stares once reserved for Twilight shifted together towards the blue Pegasus. Rainbow Dash didn't back down from their pressuring stares. She only nodded for confirmation, pointing her hoof to what was visible of Foal Mountain: the tip. Her friends followed her hoof, eyes squinting and jaws tightening. Fluttershy shivered involuntarily.

"Whoever it was," Rainbow said aloud, catching their attention, "he sped off into the cave on Foal Mountain! We have to track him down, find him, and figure out who he is!"

Twilight stepped in. "He just might be one of the missing members that the Avengers kept talking about," she said.

More snow continued to pile around the mares, causing them to shiver with teeth chattering amongst the group. Several unsure glances were taken towards Foal Mountain, then back to Rainbow Dash and Twilight. Applejack especially found little reason to trust Rainbow Dash. It was understandable considering the pony was no more than a few minutes ago hell-bent on fighting an unwinnable fight. But then she turned to Twilight and found her stare to be comforting, believable.

And that was all she needed to sigh with relief.

"If it's one of the Avengers, then Ah say we go for it," Applejack said with an assuring smile directed at Twilight. "Lead the way, Twi!"

As Applejack abandoned the group to join Rainbow and Twilight, Pinkie and Fluttershy reluctantly followed, leaving Rarity all alone. Rarity pouted, sticking out her lower lip and shivering within her heavy winter coat. With a whine, she said, "Oh, must we stay out in this dreaded blizzard any longer?"

"It won't be too long, Rarity!" Twilight called from the rising hill, letting Rainbow Dash take lead with Applejack following her. "We'll just be in and out, and then we can head back home!"

With a fabulous _hmph_, Rarity flicked her mane and adjusted her goggles. "Very well," she muttered, turning to see Fluttershy disappear over the nearest hill, Pinkie's bouncing mane appearing and vanishing with each hop the mare gave. "Just in and out."

It wasn't long for Rarity to catch up to the group, taking the back alongside Fluttershy with Pinkie Pie directly in front of them. Twilight and Applejack stood side by side, watching Dash cautiously as the mare hovered several feet above the snowy forest floor, scanning for an exit, searching for an escape from the frozen forest.

That escape came quicker than the group expected. As they broke through the tree lines, Rainbow Dash was instantly greeted with a face full of blizzard and enough wind to launch any ordinary Pegasus back. But Rainbow Dash was no ordinary Pegasus. She fought hard, leading the group through the snow and wind to the trail leading to the mountains.

It was quite the trail, lasting several minutes and many complaints from the fashionista. The group of friends traversed the mountain side, watching as Dash took off to find the safest route, remove any hindrances from their path, and just find the quickest route to the cave she had mentioned earlier.

With each hoofstep gained traveling higher and higher up the trail, digging in deeper into the rabbit hole, the six mares found the journey to grow worse and worse as time progressed. The blizzard had gone completely uncontrolled, nearly blocking Rainbow's vision for directing her friends up the safest way. Soon enough, Rarity's complaints seemed to hold some actual weight behind them.

Soon enough, they could get lost, or worse…

But not now.

With her wings nearly frozen, Rainbow Dash pushed up higher and higher, blazing past the snow and wind and turning right on the rocky slope. She skidded to a halt, gazing up wondrously at the massive mountain cave staring down at her with its gaping, black maw.

And just so, she smiled despite the cold.

"Guys!" she called out, refusing to break her eyes away from the cave. "I found it! Hurry up!"

"We're coming!"

Leading the way, Twilight appeared by the rocky slope, pushing past the wind to meet up with Rainbow Dash. The rest of their friends were right behind her, each of them turning before Twilight did to the mountain cave Dash was focused on. Twilight was the last to turn, her own jaw falling as she gazed into darkness of the cave, finding no light and no end.

She gulped. "Alright, let's head in there," Twilight muttered, beginning at a slow trot into the darkness. Rainbow Dash and Applejack immediately followed, trailed by a reluctant Rarity and overenthusiastic Pinkie Pie. The only one who remained as still as a statue was Fluttershy, the poor Pegasus shivering in the snowstorm.

Noticing the lack of six, Rarity spun around and called out, "Fluttershy, dear, you must hurry! The sooner we find our culprit the sooner we can relax in the jacuzzi back at the spa!"

Fluttershy shivered on the spot, digging her hoof into the nearest snow pile.

"Um…I-I think I'll just stay out here where it's safe and…not dark and…not scary," she whimpered, eyes flicking across the gaping hole of the mountain cave. Unfortunately, her eyes then landed on Pinkie Pie, the mare popping her head out from the darkness that consumed her lower half.

The party pony giggled furiously, saying, "Okay dokie lokie, Fluttershy! Just keep an eye out for any terrifying, evil creatures that could've been stalking us without us noticing while we're gone!"

"T-t-terrifying…e-ev-vil…c-c-creatures?" Fluttershy stammered scanning her surroundings.

Pushing Rarity aside, Pinkie blew a raspberry and waved her hoof dismissively. "Oh, sure! Windigos, Bugbears, worst of the worst!"

"W-Windigos…and…B-B-Bugbears?" Fluttershy whimpered. She slowly observed the heavens above, as if expecting one of the said creatures to fly down and snatch her away.

"And of course, let's not forget the dragons!"

"Okay, I've changed my mind!" Fluttershy announced, speeding into the cave and slamming herself into Pinkie and Rarity. With her surprising amount of strength, the Pegasus managed to push the two mares all the way inside until they were all consumed by the darkness of the cave.

Rarity yelped. "_Ah_! Fluttershy, dear! _Oh_! Would you kindly slow down? Please?!"

"Yeah," Pinkie agreed, her chin digging into the solid rock floor as Fluttershy continuously pushed against her rump. "I can't even see ten feet in front of me when we're going this fast! In fact, if we ran into somepony right about now, I wouldn't be able to react in—OH MY GOSH WE'RE GONNA HIT SOME—!"

Sadly, Pinkie's cry wasn't acknowledged and the three mares came into contact with the rest of their friends. The group came to rest on the cavern floor, groaning and muttering words of pain. Rubbing all the wounded places, each mare slowly began to stand back up.

Twilight rubbed the back of her neck from where Rarity's forehead had impacted. "_Ugh_… Everypony okay?" she asked, turning back to her friends. Applejack and rainbow Dash stood up, nodding to one another and to Twilight. Pinkie bounced up without a sweat, aiding a whining Rarity back to her hooves.

"Fluttershy," Dash groaned, rubbing her now bruised forehead, "you wanna tell me what the hay happened back there?"

No response.

"Fluttershy?" Applejack asked aloud, spinning her neck around. Her eyes flinched back having stared into the whiteness of the cave's entrance. She turned back, waiting for her eyes to adjust.

Everypony seemed to face the same fate, having turned their attention back to the mouth of the cave and waiting for their eyes to slowly adjust to the dark. In that slow pace, with the wind crying from the outside and echoing off the cave's walls, each pony turned their attention to the shivering, yellow Pegasus sitting directly behind them.

She shook like a leaf, eyes lingering and on the edge of tears, focused solely on whatever it was that laid behind her friends.

With a tiny quiver, Fluttershy asked, "Is it too late to change my mind again?"

Each mare shared a look of wonder and confusion, slowly spinning about to understand just what had frightened the poor Pegasus so bad. They all would have been declared liars if they didn't share their friend's fate. Not all. Rarity and Pinkie definitely yelped in fear, taking several steps back. As for Twilight, Applejack, and Rainbow Dash, the three just flinched back, taking in the tiniest gasps for air.

The darkness of the cave offered little light or visibility. Not even Rainbow Dash could see more than ten feet in front of her. That meant the red-eyed creature was closer to them than expected.

It stared at them from a distance, yet it felt so close, so point-breaking. So much in their personal space, and yet the creature wasn't that close, nor was it that far. But the dread each pony felt, as if all the happiness they once held slowly began to be clouded over by something dark, cold, malicious. Evil and dark. Completely and totally frightening. It was as if they could never have another happy memory again, or experience one for that matter. It terrified them even more. Even Rainbow let a shiver roll through.

All of that just by staring into its twin, red eyes.

Thankfully, they didn't have to let fear cloud their assumptions. As their eyes adjusted, Twilight especially noticed how the creature stood on two legs, wore some type of red and black clothing, and had long, dark hair. Its pale, tan skin barely showed, but even Twilight could make out the characteristics. Her eyes grew wide.

It was a human. A female, presumably. The one Rainbow Dash had encountered was mentioned to be a male, so what had they come across? Only one way to find out for sure, and Twilight took complete advantage of such a situation.

With a cautious and admirable step forward, Twilight cleared her throat and offered a tiny smile. The female's head tilted downwards towards the Alicorn, her red eyes following the pony's actions.

Said pony began in a clear, crisp tone, understandable to nearly all. "Hello there. My name is Princess Twilight Sparkle." The female made no indication of a response, causing Twilight to mentally frown. She continued anyways.

"My friends and I were just recently traveling the area when someone attacked us. We followed that person and his trail lead us to this cave. Do you know—?"

"Get out."

It was so sudden, so exact and to the point that even Twilight took a step back to compose herself. From the cooling tone to the abruptness of her voice, Twilight could ensure they were indeed in the presence of a human female. Her heavy accent was laid thick, sounding similarly eastern to Equus' standards.

Twilight held out her hoof, her brow furrowing. "But…you didn't even let me finish my—"

"Does it look like I care?" the woman interrupted, startling Twilight once more. When the Alicorn didn't answer within the first few seconds, she continued by saying, "No, now get out. Leave us alone."

There it was. Twilight planted her hoof down and asked, "'Us'? So there _is_ someone else."

"Last warning. Get out and leave us alone." The woman's voice grew dangerously venomous, her eyes burning bright in the dark void. From what the mares could see, her fragile fingers seemed to twitch and turn in what appeared to be a dangerous dance. It, of course, didn't startle a certain Pegasus.

"No way!" Rainbow Dash shouted, flying a few feet above the ground. She pointed her hoof straight for the woman's chest, her frown almost as prominent as the woman's. She yelled, "I still want to figure out who had the guts to try and fight me and my—!"

She didn't have to wait long to see him again. That same blue and silver blur shot right past the woman's right, easily tearing through the six mares and knocking them aside. Each pony impacted the cave's walls, sliding or simply falling back to the cold, rocky floor.

Twilight groaned in pain as she lay on her side, shivering as another cold wave impacted her backside. It was difficult enough for her eyes to adjust to the darkness, now she had to compose herself _and_ her blurry vision to focus on the woman standing ten feet in front of her. Scratch that. Make it two feet.

Her mind took a double take, contemplating whether or not what she was seeing was real. The woman had just closed the distance between her and the Alicorn in less than a second, with speeds so unreal it could easily match up with Rainbow Dash. But what was so unnerving about it was how the woman did it exactly.

It appeared that she simply…_walked_ towards Twilight, but she moved so quickly, so terrifyingly fast that time didn't seem to correspond to her movements, that whatever power she held was even stronger than the Alicorn could have imagined.

The woman bent down, giving Twilight a perfect image of her face and eyes.

And they were horrifying.

Just like her twitching hand rising upwards, red mist coiling around her wrist and palm. Just like that red mist acting on her command, shooting downwards and hitting Twilight right between the eyes. Just like the horrifying world that followed Twilight's mind as she blacked out.


	32. Irritability

Pinkie Pie sat up and spit out the rocks and dirt from her mouth. She stopped; she took a bite out of one of the rocks, observing its texture and taste. Her eyes shot open in realization.

Juggling herself back up to all four hooves, Pinkie observed her surroundings, sniffing the gray dirt as a dog would, her pink tail mirroring a canine's motions. Her muzzle bumped nearby rocks, her eyes scanning the dirt until she popped her head back up, a smile emerging out of the dark, lonesome land she was in.

"I'm home!" Pinkie cheered, hopping in mid-air and smacking her back hooves together.

After landing, Pinkie brought her attention over to the large structure in the center of the field, the home she proudly grew up in, where her family remained. Pinkie's smile increased tenfold, and she was moments away from taking that first step towards her home and say hi to her mom and dad…but stopped.

She composed herself for a short time, taking in her surroundings one final time. The skies were dark, heavy clouds building with the storm soon to follow. However, there didn't seem to be any indication of a storm building. No wind. No rainfall. No smell. It was as if the world around her didn't even feel real. Pinkie scooped her hoof down, plucking some dirt from the earth and letting it fall from her hoof.

It all seemed so real.

Then how did she even get home?

Perhaps fond rekindling of memories would have to wait. No time to spend with mom and dad or sisters Limestone and Marble, just to figure out how she arrived during her current situation with her best friends. For some unforeseen reason, Pinkie couldn't seem to remember anything after hitting the cave wall from the same gust of wind's attack.

Rubbing the back of her head and wincing in pain, Pinkie began in a hop all the way to the house she grew up in. She ignored all the blatant misgivings of the land she once lived in, how the world didn't react to her, how nothing seemed to make sense. Yet, Pinkie Pie joyously skipped through it all, just as she would on any other given day.

Pinkie soon enough arrived to the front door and was just about to raise her hoof to open it. If it hadn't already creaked open on its own, that is.

Bringing her hoof back, Pinkie smiled, blissfully making her way inside.

"Mom! Dad! Limestone! Marble!" Pinkie happily called out, her eyes taking in the surroundings. Pictures hung from the walls, representing the family, rocks, and even more rocks. It filled Pinkie with even more joy, spinning her head over to the family room. "Guess who's home early this ye—!"

And just as quickly as she had called to her family, Pinkie's smile drifted away.

She remained frozen, teetering on the edge of reality, on what was real and what was not. She gave no second thought to it earlier, but now Pinkie's mind was returning to her previous—and admittedly—very small assumptions from early. There couldn't possibly be any way she could be home. She was still in the cave with her friends, talking with that red-eyed woman, hitting the cave wall, and falling asleep as the woman came to her in her final moments of consciousness.

The world she was in couldn't be real. How else could it be that Pinkie Pie was staring at a filly of her exact color of coat and mane? How else could she see two of her sisters joining her, the size of them giving light to the possibility that…?

They were just fillies.

And she as well.

But it didn't make any logical sense, even Pinkie Pie knew that. Staring at the backside of her younger self for so long nearly blocked out her own mother coming into view, clearing her throat loud enough to capture the full-grown mare's attention.

Cloudy Quartz observed her children with mild interest, weary gaze shifting from each filly to the next. Pinkamena Diane Pie was present, along with her sisters Maud and Limestone all lined up accordingly, exact, not a smile to be seen. With their undrawn attention riveted solely to her, Cloudy began, adjusting her glasses and shifting her hoof to the small blackboard she brought them.

Standing afar, Pinkie gulped after spotting the blackboard and what was written on it.

She knew now what she was experiencing was real. She remembered everything from that blackboard, devoid of any color. Just writing. It was the day she could never forget, but tried so hard to keep it away from her memories, blocking it with smiles, parties, and cupcakes.

"Today, children," her mother began, turning her head to the blackboard, "before you walk out into your new lives of rock farming, there are some fundamentals we must exert, for there is no other way around it. To begin with rock farming, we must toss away childish attributes, allowing us to fully focus on our work."

"Yes, mother," all three fillies replied. Pinkie Pie began to shiver from behind, shifting her eyes from herself back to her mom.

Written in white chalk, Cloudy Quartz pointed her hoof to the fundamentals on the blackboard, slowly going down the line and reading them off.

"There is to be no fun. Fun leads to lackadaisical activities, which is something we cannot allow and something we simply cannot tolerate here on our farm. There is to be no playing. Playing is not work. It is as simple as that, my children. And finally, say it with me now…"

"There is to be no smiling," the three fillies muttered alongside their loving mother. From behind, Pinkie mouthed the words, cautiously gasping onto breath after uttering the sentence.

Cloudy Quartz nodded, turning away from the blackboard and holding her stone-hard gaze to her children. "Smiling is a gateway to playing and fun. It is a waste of your facial muscles, giving you less strength to push and move rocks accordingly. There is only work to be done, my children, and I do not want to see another one of you smile again. Is that understood?"

"Yes, mother."

From their monotone response, Cloudy Quartz nodded.

From hearing herself speak in such a way, Pinkie Pie whimpered.

From down the hall, a scream tore apart the silence.

"_AHHHHH_!"

The mother and her children shot their heads in the direction of the scream, Pinkie Pie following their actions. Cloudy Quartz held her hardened expression as strong as she ever could, gulping silently and letting a shiver race across her coat. Another scream.

"Look to me, children," the loving mother ordered, watching as three of her daughters turned their attention onto her. Trying her best to ignore the screams, Cloudy Quartz said, "Now, say it with me. There is only work to be done."

"There is only work to be done."

"Good. Again."

"There is only work to be done."

"_AHHHHHHH_!"

"Again," Cloudy Quartz said, much louder than before. Her lower lip quivered, eyes burning.

Their voices slowly drowned away, giving Pinkie Pie the leverage she needed to turn to the screams and focus her full attention onto them. The lights from the candles strewn across the walls began to flicker upon Pinkie's arrival, the pictures and the paintings becoming blurred. But Pinkie paid no mind, her attention held down the hall. Where the screams were building.

"_No_! _Please_!"

The voice. It was so familiar. It was something Pinkie Pie could never forget. Just as the day she returned to.

Marble.

Her younger sister was heard screaming all the way down the hall, locked in the bedroom, not a candle to give light to the dark. Pinkie Pie's ears fell, her eyes shedding the slightest of tears. She remembered this day, the day that forged into her mind and soul on why they can never express their smiles on the farm. The screams gave way to such a thought.

Starting at a slow trot, Pinkie began to quicken her pace over to the room at the far end of the hall after hearing her sister's screams increase. There was no holding back. Pinkie galloped to the door, only to find the hall stretching further and further away, like some bad dream. Like a nightmare.

Summoning whatever willpower she had, Pinkie placed her hooves against the door, trying desperately to push it open. She tried the handle. It wouldn't twist or turn. The door was frozen, unmovable, and impassable. Like some bad dream. Like a nightmare.

Pinkie slowly slid down the door, her forehead pressed against its wooden face. Resting on her haunches, Pinkie could only listen to the events transpire from beyond the door. The crack of hoof against bone, of ear-splitting cries, and trampling hooves desperately trying to escape. Pinkie Pie shivered at the memory, recalling only listening and repeating the words her mother told her so long ago.

"Daddy, please! I'm sorry! I'll never smile again! I—_AAAHHHH_!"

Pinkie Pie slammed her hooves against the door, crying her eyes out for her little sister.

"There is only work to be done…" she whimpered pitifully.

Each candle gracing the hallway finally died. One by one, leading to the pink mare slumped over and muttering the same words over and over and over again. Never stopping, pausing to hold back a choking cry whenever there was a scream from the other side, and then continuing again.

Never stopping.

Pausing only to cry for her little sister…the day the smiles died.

"There is only work to be done."


	33. Anger

The ferocious dragon flying overhead nearly caused Fluttershy to wet herself. She cried out, hiding behind a tree once the beast let out a terrible roar, its power stretching across the burning wasteland. Trying her best to take in a breath, graciously coughing out the smoke that infested the air, Fluttershy exited from her covering, taking in every last bit of her surroundings.

Fluttershy gasped, and then coughed out more horribly than before.

The outline of the flying beast from earlier was slowly vanishing away, its form lost within the burning ash and clouds of darkness. What was left was a world for one pony to fully discover, with not a life left for her to find, but the aftermath laid out before her very eyes. Standing alone, on the edge of the world, Fluttershy stood in what remained.

Ash fell like snow. Smoke was the air. Fire and darkness plagued the clouds. Beasts beyond imagination were crying their terrible cries across the vast, open world. Mountains sat in the distance, their tips erupting flames of pure fire into the polluted skylines. For all she was worth, Fluttershy could only stare into the fire, her eyes burning, her voice strained and breath lost, for she was staring into what remained of her home and all her friends. Ponyville.

What remained.

Ash. Fire and ash.

And in the center of it all, hanging just a few miles beneath the swirling and burning vortex infected across the heavens was a throne encased in gold and jewels.

Her eyes lingered for the briefest of moments on the hovering throne, breaking off only a second to turn towards the direction of the trail she was on. It was so familiar. It was like rekindling past experiences, returning to a time where she wasn't shivering in a cave, scared for her life as the red-eyed woman approached her. And then losing it all as her whole world faded to red.

The path she stood on led to her home, her little cottage on top of the hill.

She followed its twists and turns, arriving shortly and casting all fear aside for the flying beast that could be circling over her head with every step she took. That fear didn't last; for how could it? When Fluttershy arrived to her humble abode, she arrived only to what remained.

What remained.

No power on Equus could hold back her cries.

She instantly fell down, hooves planted against the dirt as she resisted every shred of her being to vomit her guts all across the ash-covered dirt. Tears welded within her eyes, already streaming down her cheeks and falling to their fate below. She gasped, coughing out whimpers and mutters of incomprehensible loss and pain.

Her hoof tenderly graced the lifeless form of Angel Bunny. His white fur was dotted with ash and blood marks, his eyes that once held life now closed, never to open again. Fluttershy shut her eyes, forcing her mind to be rid of the chaos, rid of the death and terrifying images that were soon to follow. Beyond her mind's control, she looked onwards, upwards to her cottage.

A trail of lifeless critters lined the road, the bridge, the twists and curves that led to her burning cottage, its form broken with wood scattered amongst the critters. The Pegasus fell to the dirt, crying her heart out for all the critters she failed to save, for all the lives that were lost due to the tragedy she knew not of. For everything in the world that was left for her to discover.

She lifted her tear-stricken face, noticing something lying a few inches in front of her.

It was picture of her and Discord, lying amongst the ruins, its frame still held strong despite the conditions it was forever trapped in. Fluttershy composed herself, taking notice of the smiles the two shared. It gave her comfort, a tiny shred of hope in a dying world she came to know.

A hope shattered by a cloven hoof cracking the picture in two, separating pony and draconequus.

Fluttershy's shaken form slowly turned upwards, her eyes landing on the towering form of the one and only Discord. Her friend. He stood unperturbed, unaffected by the world and the fire burning all that was. No, to her surprise, Discord inhaled through his nostrils, exhaling a great gust of relief.

"A nice touch, wouldn't you agree?" Discord quipped, twisting his slithering neck over to the fiery pits of Ponyville. Fluttershy followed his actions, growing more and more concerned with every word he offered.

"I personally went against the whole 'apocalyptic inferno', but Ultron simply insisted on it!" Discord slithered across the smoke-filled air, holding his arms out to burning vortex, to the hovering throne, to the cries of a thousand lost souls. "Though, when you let yourself adjust a few years or so…it tends to grow on you."

Fluttershy gulped, and then fearfully asked, "Ultron?"

Discord turned back, a certain twisted pleasure seen in his crooked gaze. Fluttershy flinched back, still lying in the dirt, finding every bit of Discord's stare to be as discomforting as the toothy grin he offered.

"But of course, my dear!" he exclaimed. Even his voice sounded different. Whatever it was, it wasn't how Fluttershy knew him. Her friend. It was as if she was speaking with a complete stranger. And it was all the more terrifying to not know which was which.

He continued, landing on the dirt and kicking up ash. "It wasn't difficult for the world to fall prey to Ultron's brutality. Some might say it was quite the spectacle, but there aren't many left to say that. Come to think of it, there aren't many left regardless."

"W-what h-happened?" Fluttershy meagerly pushed forward, eyeing the burning vortex swirling across the skies.

"What _had_ to happen, my dear, sweet Fluttershy. We simply had to…evolve." His arms fell behind his back, paw and talon intertwined. His eyes faced the spewing mountains, his smile joining, and he said, "Ultron has shown me the light behind the dark, the true meaning of friendship…that there was none of it."

Fluttershy couldn't respond, too terrified once the dragon from before appeared in the distance.

Discord sighed, still standing with his chest out and arms behind his back. "I was blinded behind the falsehoods you and your friends covered across my vision, and it only came to me once Ultron offered me something I simply could _not_ refuse! Do you want to know what it is?"

She shook her head.

"A trade," Discord muttered, his smile vanishing, replaced only with a frown. For some strange reason behind the dark, Fluttershy found his frown to be even more discomforting than his smile.

He rambled on, now moving from side-to-side, blissfully kicking up dirt and ash with each stride of his cloven hoof. He said, "It seemed that Ultron's allies appeared fruitless in his vision. So with them tossed aside, Ultron turned to me with a simple trade. 'Return me back to my home,' he said! 'I will give you the world,' he said! 'And then some'…"

Shooting upwards, Discord stuck out each of his limbs, showcasing the burning world before him. "And would you look at the purity of all! The sights, the smell," he breathed in, exhaling pure, black smoke, "it is simply to _die_ for; wouldn't you agree?"

"Discord…" Fluttershy gasped, shaking her head back and forth. "I can't believe w-what I'm h-hearing. We're _friends_. How…h-how could you d-do this?"

And just like that, Discord's smile died. He slowly levitated back to the earth, approaching the meager Pegasus one slow step at a time. Fluttershy tried to crawl back, but lost all the strength in her limbs, all the fight in her heart after the words Discord carefully chose next.

"Ultron told me that friendship was never magic in the first place," he began, every word a cut deeper into Fluttershy's chest. "Friendship was never magic. It was a sickness. And I, Discord, the Master of Chaos and Disharmony…" his eyes burned red, his voice deepening a thousand times, "cured it."

It was at that moment did Discord take an entirely new, terrifying form. His body tore apart, increasing in size and verticality. Fluttershy watched from her frozen position, wings snapping to her sides, ears falling flat, and heartbeat slowly increasing, threatening to break from her ribcage.

Two pairs of razor-sharp claws impaled the earth, the head of a ferocious dragon leaning down and breathing its steam onto the crying Pegasus. Fluttershy curled up closer together, as if expecting some kind of shield to cover her and hide away from all the terror entrenched on her home and her friends. Mostly her friends…and what they've become.

Slowly, she opened her eyes, staring into the face of a dragon ten thousand times her size. What was even more horrific was how it held similar facial features to that of her lost friend, to that of Discord. Its red eyes narrowed, each slit glowing with more fierceness than ever before.

"You see it now, my dear, sweet Fluttershy?" the dragon asked, its tone a mixture between Discord and the foulest creatures of the Underworld. "Equestria is the sickness. I am the cure."

It, whatever _it_ was, leaned its towering neck back, its chest burning brighter than the fires consuming Equestria. And it unleashed that fire onto the crying Pegasus, every tear in her throat amplifying to the flames covering her body.


	34. Greed

A second ago, Rarity was breathing in through a wounded throat, having landed awkwardly on her foreleg after being hit once more by the silver gust of wind. In the blink of an eye, she was in Ponyville, rounding the corner of a nearby house and facing the street ahead.

It was so silent.

So deathly silent.

Not even wind could be heard. As for the town of Ponyville, it stood in disarray. Buildings and houses that once held color and the friendliest ponies in all of Equestria now stood gray, unmoving, worn against the dread that swept across the land like a sandstorm. As per Rarity's tastes, gray wasn't an interesting color to her. It was even worse to see the buildings match with the world around her.

The skies were heavy, dark and light rain clouds mixed together in a horrible fashion above. Towers of smoke and darkness polluted the landscape alongside several craters large enough to fit Ursa Minors if need be. Houses either lied in ruin or were deserted, not a life to be found. The streets were barren so far as she made her way to her boutique.

Reasoning behind such an act was unknown to the unicorn. Rarity was still wondering how she arrived to Ponyville in such a short amount of time, or why exactly the world had become so dull and gray. She didn't have time to ponder on why these events had transpired, and she had even less time to know why her body commanded itself, her hooves paving the dusty trail to her boutique.

And then sound…

Sound came to her in a gust of wind and dirt.

The first thing she heard was her breathing, gasping and coughing out the dirt that snuck its way into her gaping jaw. Next, of course, was the wind and how it howled a great fury, much like a snowstorm would. Rarity squinted, pushing desperately against the wind and facing the road again.

And then bodies…

Bodies pockmarked the streets of Ponyville.

Bodies that weren't there before. Bodies that she knew.

"Oh, my…" Rarity gagged, trying so very hard to keep her breakfast down. She gulped, eyeing the streets carefully and cautiously, turning on every sound, every movement. Nothing could escape her eye. Not now. Not while she had so many questions and was so close to fainting. Where was her couch when she needed it? Fainting on the sickening, gray dirt was out of the question.

So she pushed on, paying her respects to the ponies she once knew with a light bow of her head. Rarity shut her eyes tight upon passing a pile of motionless fillies and colts, presumably school foals. A tiny whimper escaped her lips, causing Rarity to reach up and cover her muzzle with a foreleg. She couldn't even imagine Sweetie Belle…

It seemed the world began to change once more, another gust of wind hitting Rarity right in the face. She yelped, holding out a foreleg to block the onslaught of dirt in her eyes. It quickly died, and Rarity slowly lowered her foreleg.

The bodies that once belonged to the ponies now belonged to a different species. Each one of them appeared bipedal, but it was hard to make that assumption considering they all lied dead in the dirt. The colors each one of them wore varied from each body. Some were colorful, some were dull. Some were unfamiliar, some she knew right away.

The world was changing before her very eyes. Ponyville, a town once inhabited with life now remained barren, colorless, and not a happy face to be seen for miles. The sunshine no longer existed, replaced with ugly clouds constantly hanging over her head, following her every step of the way. And now bodies of ponies and Avengers lined the barren streets of Ponyville, streets that were empty save for the lone unicorn.

She didn't know why. She didn't know how.

She just pushed forward.

And each step was more horrifying than the last.

There were the faces she recognized all lying motionless, most likely…dead. She could see Tony Stark with half of his mask ripped away, revealing empty eyes underneath, staring up at nothing. Lying beside him was Captain Rogers, eyes closed and mouth in a tiny, straight line. Clint Barton and Thor were there as well, holding similar positions as the others. As for Banner…well…

_Hulk_ lied on his side, half of his face planted in the dirt with his only remaining eye staring forward at the body so very close to his. Natasha Romanoff. Their fingertips were held out for each other to take. It was so close, but so very far away.

Her breathing amplified, eyes threatening to burn and release the tears she so desperately wanted to release, but no. She will stay strong, as she mentally told herself over and over again. There was still so much more to discover, to find out exactly what happened to the world in her absence.

But then new bodies appeared as she pushed on, ones she did not recognize.

One wore what appeared to be a similar Iron Man suit, but holding silver and gray armor instead of what she had become accustomed to with spending so much time with Stark. Another lied on his face, large, metallic wings broken beyond repair extending from his backpack. Joining them was a similar human male holding some attributes to Captain America, yet the only thing off about him was his arm.

His metal arm.

Rarity moved onwards, eyeing the others that paved the roads.

There was a smaller one wearing a red and black outfit, batons in each hand and twin horns atop his head. Blood coated his mouth, dripping slowly into the dirt. Rarity moved on, gagging to herself. Another man with dark skin lied by a smaller female, her flowing, dark hair tangled and lying in disarray, blocking her face. They weren't even the worst ones.

The worst were a group of seven strewn out. The five Rarity were greeted to were three that appeared human—holding obvious traits that she hadn't seen so far—and one that was…a raccoon? The other was even stranger, just a bipedal pile of logs and wood, but having somewhat of a face she could barely identify as having facial features.

The two behind them were definitely odd, but gruesome in every way. One was severed in half, wearing an insect-like mask and a red suit to match the pool of blood surrounding its body. It was barely alive, weakly reaching out to its lower torso strewn out from its reach. The other wore a pure black suit, its eyes blank and white with claws on each hand. The second one definitely wasn't alive anymore. As for the first one…

Rarity suddenly stopped, looked down, and yelped. She lifted up her hooves, shrieking in fright as droves of ants of all shapes and sizes scurried past her. Frightened for her well-being, Rarity was relieved to see that not a single one of the insects were interested in her. No, they all scurried right on by the unicorn, instead choosing to surround the one who was nearing its guaranteed fate.

And then they stopped, circling around the one wearing the insect mask. It drew its last breath for what Rarity could hear…and its hand fell, impacting the dirt and kicking up dust.

Her eyes lingered for the briefest of moments, but she quickly turned away and continued down the road. That is, of course, until her foreleg was caught in a vice-like grip. Rarity yelped, instantly turning to the one who grabbed her. Its red eyes burned amongst the gray atmosphere, a shallow breathing heard from its mouth. It didn't let go. Despite being so close to death, it didn't let go.

To her surprise, the mask around its face materialized away, revealing a human beneath.

"Please," he gasped, gripping her foreleg even tighter, causing Rarity to bite her lip. "Please…you have to…you have…to…save…"

He never got to finish.

As his hand slowly relaxed, Rarity gave herself a few feet of distance between her and the human just in case. Her assumptions quickly died as fast as the movements in the man's chest. With her guard finally cooling down, Rarity composed herself and faced the road once more.

Part of her wanted to stop, turn around, and find somepony, anypony out there in the world who knows what could have happened. That part of her no longer had control, the only part remaining pushing the unicorn forward down the road, searching for the truth to so much loss of life. And to think she imagined the worst to be over with, some hopeful thought in a world without hope.

No…

They weren't the worst.

The mental marathon was reaching its final leg. The tears burned in her eyes, and Rarity let a few slip on by despite her control. How could she hold it in? How when the life she had built, when all the friendships she had made over the years came crumbling down, leaving nothing but a gray world, and she the only sole survivor?

How could she when all that remained of her closest friends lied around her boutique?

"Wha…but…b-b-but…I…I don't…"

Sentences became gibberish. Fresh tears poured from her eyes, creating small streams down her cheeks. Rarity gently grazed Pinkie Pie's cheek, finding it as cold as the ground she walked on. There was nothing she could do now. Each one of her friends shared a similar fate. Their bodies so cold. Eyes barren. No signs of life.

And it was so terrible to know there was nothing she could've done to prevent it.

She lowered her gaze, shutting her eyes tight and letting the tears rain. "No…" she whimpered. "Please Celestia… Please no…"

Slowly, so very weary, Rarity lifted up her tear-soaked face to her boutique, more accurately the front door. She cried out, shrieking in terror, galloping forward and falling in the dirt. She didn't even care anymore if she got filthy. Such little loss mattered not to the loss before her, cradled in her forelegs.

The loss of her little sister. Sweetie Belle.

Rarity gently clutched her tiny body. Sweetie Belle's eyes remained glossy and without any forms of life flushing in and out that they once had, like the Crusader adorning a smile every day she saw her. Rarity grimaced at the thought, reaching forward and closing her sister's eyes. She rubbed her little sister's mane as she cried. As she cried for such loss.

For the sister that would never return.

A light fell upon her in the dark and dreary world, urging Rarity to look up.

She gasped, still cradling Sweetie Belle as the dark shadow flew over her head, enveloping nearly all of Ponyville and its not-so-lively inhabitants. Rarity followed it, still flabbergasted at the sight of the giant, flying, alien-like worm commandeering the skies.

It roared, shaking the earth. She clutched onto her little sister, refusing to let go, much like the human from earlier had done to her. Once it had ceased its terrible cry, Rarity found herself in a state far beyond that of confusion. At that point, Rarity lost all hope in trying to make sense of the world around her, instead choosing to believe that what she was living in wasn't real.

Her hometown of Ponyville wasn't barren. There were no piles of dead bodies consisting of ponies and Avengers. No dead humans, raccoons, insect people, and certainly not her friends. The pony lying in her forelegs wasn't her little sister. It wasn't Sweetie Belle. It wasn't real.

The giant serpents in the sky weren't real. The portal they were bursting out of wasn't real. The single, floating throne accompanying the alien army wasn't true.

The large, blue planet with its lands covered in flames hanging within the portal didn't exist.

The titan sitting on the throne, covered head to toe in gold, adorning a smile on his lavender face wasn't there.

The serpent flying high above charging right for her didn't exist. Its imagined maw enveloping Rarity in the darkness that lasted an eternity couldn't have happened. It wasn't real.

She told herself that over and over and over again.

It wasn't real.

It was not.

It was...


	35. Liar

Applejack awoke with a jolt the moment she heard the scream.

At first she saw nothing, quickly feeling around with her hooves and noticing the soft mattress beneath her, the faint glow of the full moon dwindling behind the mirror. Letting her eyes adjust to the dark, letting her heart slow down, Applejack quickly noticed the familiar setting. Her own room.

Her soft pillow.

Her warm, comfy sheets.

Everything. But how?

She could've sworn she was with her friends the last she could remember. Everything seemed like such a blur, though. The last thing she could see before waking up in her bedroom was the woman in the shadows. Then nothing. Applejack did remember a bit, but it hurt to try and think about it.

Come to think of it, her head definitely felt as if it was splitting apart, especially the backside. Cautiously reaching back, Applejack placed a hoof on the back of her head, feeling deep into her mane and wincing as she hit the sore spot. She gently rubbed the wound, swiveling her eyes over to the window.

She stared into the full moon, taking notice of its shape, its glow, its power.

She stopped.

She squinted and stared again.

Hopping out of bed, Applejack pushed her window open, instantly met by a gust of cool, night air blowing into her face and pushing her scruffy mane back. Once more, she stared at the moon, tilting her head slightly, a confused and somewhat worried expression mixed within her facial features. It had to be a dream of some sort. There was no way Applejack could be back home, resting in her bed, and away from the friends that needed her.

How else could she be seeing the Mare in the Moon?

The cool, night air was replaced by a gentle—and somewhat startling—warm breeze. Breaking her eyes away from the moon for a split second, Applejack quickly took notice of the new source of warmth, emanating from the new source of light within Sweet Apple Acres. She brought her eyes down, gasping at the sight of it.

The apple orchard…covered in flames. Another scream. Same from before.

On pure, raw instinct, Applejack snatched her hat and raced out of her house and into the fields. Her hooves dug into the grass, tearing out several blades upon each impact before she finally arrived, planting her hooves into the dirt and skidding several feet before coming to a rest.

Back in her bedroom, the fire seemed so small, so far away. A gentle breeze of warmth. Up close and personal, she could almost feel the tearing of her coat and burning of her skin as the flames scorched the apple trees into pure cinder. The flames rose several feet above even the tallest of trees, spreading their light and ash and corroding the night sky a dark, horrible orange.

As the flames danced across her vision, Applejack ran from side-to-side, listening carefully, backing away as the fire drew near. Waiting for somepony to call out. Waiting for the screams to continue.

"Hello?!" she cried, squinting as the fire burned brighter, toppling a cluster of trees in front of her. She backed off, calling again. "Is anypony in there?! Hello!"

At last, somepony finally responded.

And it hurt her so, so much.

"Don't look back, son! Take yer sister an' _get out_!"

Having caught her breath, nearly coughing after inhaling the fire's smoke, Applejack paid witness to a small colt barely escaping a toppling tree blocking his escape from the burning forest. The red colt, upon finally making it into the field where it was safe, collapsed in exhaustion, the crying filly on his back landing beside him.

Applejack took the short moment to study the two foals. The colt appeared no older than ten, having a red coat and orange mane. The filly was nearly covered in soot, but Applejack could clearly make out the orange coat, the blonde mane, and the six freckles. Three on each cheek.

She could clearly see her older brother, Big McIntosh, lying in front of her with a younger version of herself by his side.

Now it all made sense, or it didn't. The Mare in the Moon, young Big Mac, young Applejack, the fires covering half of Sweet Apple Acres…

Applejack gasped, her eyes burning. "Oh, no…"

She didn't want it to make sense anymore. She wanted to wake up next to her friends, get out of the cave, and go home as fast as Bucky McGillycuddy and Kicks McGee could push her. She hardly could deal with it before, pushing it into the darkest parts of her mind, hoping to be long forgotten but still there, still breathing.

Applejack didn't know why or how. She just wanted to wake up already.

"This is a dream. This is a dream. There's no way, no how! This is jus' one, big, awful…" she muttered to herself, her voice becoming more and more disheartened, weak even.

However, it completely broke after the screams came back. She remembered those screams, the painful cries tearing into her ears and assaulting her mind with vivid imagery, the kind she tried to trap so long ago. It was her parents. Trapped. Burning alive.

Never again.

She couldn't sit there and wait ever again.

"Mom!" she cried, pushing past the weary foals, not caring if they noticed her or not. "Dad! Don't ya worry! Ah'm comin'!"

Applejack quickly scanned the burning tree lines, finding what appeared to be the safest entry. Leaving nothing behind, Applejack pushed her hat down and dove straight into the flames…

Only to be pushed back by three Timberwolves.

Her head impacted the grass with a heavy _thump_, causing the blonde mare to yelp in pain. That pain only increased as she caught sight of her attackers. As if regular Timberwolves weren't bad enough, the three slowly approaching the mare were covered in flames. Strangely enough, their bodies didn't fall apart. They didn't show any signs of pain. They just moved forward, the same killer instinct burning in their eyes. The growls emanating from their jaws.

The blood dripping from their teeth.

Applejack swiveled her head back, noticing little Mac with his sister on his back, slowly backpedaling away from the burning Timberwolves. Then suddenly, Mac spun around and took off to the safety of the barn, leaving her alone…

Facing them once more, Applejack watched as the three began to circle her, the flames trickling from their backs and necks. As they circled her, growing closer and closer with each pass, Applejack watched their movements with nearly every single one of her options lost to her. The screams from her parents assaulting her, breaking her down harder and harder with each painful cry forever implemented into her brain.

Like the ones she could never forget.

As the tears boiled, Applejack shut her eyes tight, placing her hooves against her ears to block out the cries, the growls, the burning apple orchard. Everything. They only came to her stronger, more persistent, fully intending on showing the mare the horrors of the past in full, bloody detail. They grew louder with every second, closing in on her, threatening to crush whatever life was left in her heart.

And then it stopped. Just like that.

Everything was silent. Deathly, unnaturally silent. Slowly removing her hooves and opening her eyes, she stared at the grass, watching as it gently flowed against the breeze. And it was cold. So silent she could hear her own heartbeat.

The light from the burning orchard was no longer relevant. Bringing up her head, Applejack faced the orchard with growing confusion, only to flinch and fall onto her back. She crawled away backwards, never taking her eyes off the one standing where the Timberwolves once were.

Once she gathered a presumed safe distance, Applejack stared up—not quite fearfully, but curiously—into the glowing blue eyes of the withered, bipedal creature.

Its face was shattered, the back of its head completely gone from what Applejack could make out. All that remained, what she could presume were facial features was a twisted, manic grin forever scarred into its mouth. Even the deluded smile shimmered blue. As for its body, it was torn and broken, plain and simple. What appeared to be wires draped from any opening visible, its left arm (missing a hand) pressed against its abdomen.

Applejack didn't know what to make of the strange creature. She remained still on her back, eyeing the creature's movements carefully.

It stumbled forward just slightly, staring down at the startled mare.

When it spoke, it spoke in gentle rasps, as if the state of its body meant nothing.

"How unfortunate," the creature stated, turning back to stare at the remains of the orchard, nothing more than a black forest of death and loss.

It twisted back to Applejack, stumbling a bit as it said, "You know…you could've saved them. Back then…so much potential, but unfortunately it all comes to an end at some point. Luckily for you…their end was _your_ beginning. Had they not died, you would've never left the farm. You might have never discovered your true talent the same moment your friends had. Huh. Strange how fate works."

Applejack recognized the voice even if she heard it just once before. It made an impact.

"Ultron…" she breathed.

Ultron nodded, saying, "In the flesh…"

Applejack watched as he reached behind him with his good hand, pulling forward something clumped in black clothing. As her eyes adjusted, Applejack gasped, placing both of her hooves to her mouth, the tears freely pouring from her eyes.

Ultron looked to the pony, then to the charred body of Applejack's father in his palm.

He chuckled, gripping his fingers around the stallion's head. "Well…more or less."

Finishing in a cold, twisted tone, he crushed his palm, the blood and brain matter spewing across the grass, even onto Applejack's coat. She flinched, slowly opening her eyes and staring at her blood-soaked hooves with greater quivers, with more frequent whimpers.

"Poor, little Applejack never quite got over it, did she?"

She looked up at him. Her tears fell from her eyes, mixing with the red on her cheeks.

Ultron appeared to shrug, his neck twisting to her and her alone.

"Well, as I always say…" he began, dropping what remained of Applejack's father by her hooves. Applejack finally released the scream that was building up inside of her, waiting so long to be free, her cries mixing with her father's name shouted over and over again.

And Ultron just watched her. Motionless. Emotionless. Lifeless.

"…fathers are overrated."


	36. Abandon

An unnatural coldness filled Rainbow Dash's lungs the first breath she took. That coldness swept across the Pegasus in a gust of wind and snow, nearly knocking Dash flat into the ground with its strength. She held firm, squinting through the blizzard to see nothing.

"Hello?!" she called out, the screaming wind being her only answer.

She tried again, louder this time. "Hey! Anypony out there?!"

The sharp snow stuck to her coat, building across her face and mane and nearly freezing half of her face clean off. Raising a foreleg to block the oncoming assault, Rainbow Dash squinted once more, this time finally spotting a light within the pure white blizzard she was somehow trapped in.

A torch hung against a nearby wall, the flames barely alive against the harshness of the storm. Rainbow Dash cautiously approached the torch, watching as its fire danced wickedly in the storm. Without a second thought, the freezing temperatures taking its toll on the mare, Rainbow reached up and snatched the torch from the wall.

"Okay…" she breathed, feeling slight warmth from the torch. She gulped, looking around the building. "How the hay did I end up here? I didn't see any…houses when we were climbing that stupid…"

At that moment, the storm fizzled and died, but only so much. The snow still fell, the wind still howled, but in that clarity of sight Rainbow Dash was finally able to take notice of her true surroundings. She nearly dropped the torch into the piles of snow building against her hooves.

The blizzard may have created a blank page covering the picture, but she could never forget her home. Ponyville, Sugarcube Corner to be precise. Even in the state it was in—near-toppled, broken and in shambles—she recognized the place she and her friends would enjoy early morning breakfast.

Her friends…

She spun around, flinging the torch's light in almost every direction she could.

Dash tried to comprehend how she got to Ponyville, but she was still trying to find out what happened before she passed out. Where were her friends? Where was that human jerk that got another lucky shot on her?

Who the buck was that girl?

…_Why_ the buck was her name on _every single_ banner in town?

Turning back to Sugarcube Corner, almost obliviously to it at first, Rainbow Dash clearly spotted the banner hanging limply against the remaining foundation of Pinkie Pie's home. It read, barely visible and torn, "Rainbow Dash! Equestria's Greatest Hero!" It wasn't alone.

Rainbow Dash spun once more, spotting a new banner on every single house that was still standing. Her name was on every banner, praising her defeat over Ultron, torn apart in the winds of the deserted Ponyville. On any given day, Rainbow would've accepted the praise with a bright, knowing grin. Today, that confidence, that pride in herself seemed to completely fade away…leaving nothing but a husk of what she once was.

Where were the cheering crowds, the fillies and colts wanting her autograph, telling her how much they wanted to be like her when they grow up? Where the buck was everypony?

"Hello?!" she called again. No response. Rainbow Dash shivered. The storm continued.

That unnatural coldness from before returned to her lungs, bringing in a feeling of endless dread and misery that she couldn't even hope to escape from. Every step she took, the bitter cold laced around her like serpents, the blizzard ready to return and suck her in. The whispers of the wind were already there, calling to her, gently talking to her at an uncomfortable distance.

"_Rainbow Dash…"_

"_Come home to us..."_

"_Why did you—?"_

A pinch of terror flashed across Dash's facial features. Torch in hoof, Rainbow Dash took to the skies, escaping the voices that chilled her straight to the heart and soul. The snow blinded her, but she didn't care. She just wanted to get away from it all, find somewhere safe. Wherever she could hear her own thoughts again.

She found the nearest hill in a break of the storm and immediately landed on it, skidding several feet due to the snow. Taking a few moments to compose herself, Dash held the torch tightly in her right hoof, watching her breaths freeze in the chilling temperature.

Rainbow spun around and witnessed the ghost town that used to be Ponyville. It remained unmoved, morphed with the snowy wasteland surrounding it. The flames danced in her peripheral vision, but she never did break eye contact so easily. The haunting images of her name written over and over again assaulted her mind, the cries, the chanting, just whispers of what used to be Ponyville's populace, now nothing but a memory.

"Where the hay am I?"

"_Home."_

Turning about, facing whatever voice she heard in her ear, Rainbow Dash came face to face with reality, finally noticing her own home lying in a crushed heap, demolished against the might of gravity and the durability of the earth.

Rainbow Dash shook her head. "No," she sternly declared, approaching the rubble with a forced frown, daring herself not to quiver. "No, no, this isn't happening. This can't be real. How can my home be…?"

The first step into what remained. Dash still held the torch, its fire illuminating the area what the snow hadn't covered. She rummaged through the wreckage, noticing a broken trophy, her name written and colored in gold. She frowned even worse, pushing through and searching for anything else, still trying to make sense of everything.

It was at that moment did she see the shell.

And a horrible wave of terror washed over her heart.

Completely disregarding the torch, Rainbow Dash flew to the shell, her mind screaming over and over again, crying out for her eyes to deceive, for her mind to be playing cruel tricks on her. "Oh, no. Oh, no, no, no, no, no, _no_!" she panicked, landing roughly and gently reaching out to the empty shell fused with the rubble.

The tortoise shell.

Her hooves gently picked up the shell, shaking, but not from the coolness of the snowstorm. Bringing up for closer inspection, her hind legs gave out, her rump slamming into the rubble of was once her own house. Tears built at the ridges of her eyes, her lower lip quivering, teeth biting it to stop the motions.

And then she screamed, screamed for Tank to come out. He never did.

As if all the life was drained from her eyes, Dash let one tear slip down her face, the liquid caressing her cheek before she quickly wiped it clean. Placing the shell back where she found it, the mare suddenly noticed a single, blue object sticking out from the rubble. Seemingly lost, not a destination or task to follow, Dash slowly approached the object.

The closer she got, the more she realized how the object resembled something strikingly familiar, terrifyingly accurate. It was a hoof. A sky blue hoof. Slowly and cautiously, she tossed the rubble aside and nearly fell back in horror.

Pure, unfathomable horror.

She backed away, staring into the face of death. Staring into the face of herself. Dead.

"W-wha…?" she whispered, the only voice in the blizzard.

For several seconds, Rainbow Dash could only breathe and stare, her foggy breath clouding her vision. It was at that moment did Dash realize that nothing around her could have been real. Ponyville wasn't in shambles, Tank wasn't…dead, and she certainly wasn't, either. It had to be some kind of sick, twisted dream. Maybe that red-eyed girl had something to do with it, or maybe not.

Or maybe she was just plain losing her mind.

Or maybe it was a vision or something. Rainbow wasn't into the whole "vision quest" ideas that Twilight had mentioned on occasion when she still had the Golden Oak Library, back when her friend was just an egghead librarian. She hadn't paid much attention when Twilight went into full detail on what her books had described, how a pony can visibly see what their future had in store for them in a dream-like scenario. She really wished she had paid more attention back then.

But that only left more questions than answers. Was this it? Was this her destiny? Lying dead, alone, forgotten in the rubble of her home? This wasn't how it was supposed to be. She was Rainbow Dash! She wasn't supposed to die like…this!

Yeah. Definitely losing her mind.

Backing away slowly, Rainbow Dash took notice of the world around her. It changed in that moment of desolate loneliness. The storm died down, revealing a world torn to shreds. Her house joined it all, destruction and desolation as far as her eye could see. Twisted in shadow, the fog of war covered Equestria in a blanket of darkness, of pure, bitter winter. Never to end.

"What happened?" she gasped and slowly backed away, stepping onto something cracking beneath her hoof.

She expected another piece of rubble from what remained of her home, maybe a picture of her and her dad that she kept around the living room, something that held a symbolic meaning to her. When Dash lifted up her back hoof, never did she expect to see the Captain's shield…

Shattered to a hundred pieces.

That weapon that held the Avengers together, the defense and the attack for the team's bravest, most noble soldier lied broken. Alone. Forgotten.

Desolate. As the world around it.

Speechless and stunned, Rainbow Dash was too fixated with the torn pieces of Captain America's shield that she almost completely disregarded the items resting atop piles of her house's rubble. Turning aside, the mare spotted Thor's hammer resting at the peak of the rubble, the handle broken off and a large crack going down the base of Mjølnir.

It wasn't alone. Joining the Captain's shield and the God of Thunder's weapon of might, Iron Man's helmet sat amongst the pile of debris, a large gash going down its right eye socket. Rainbow Dash shut her eyes, forcing the tears to stay in, forcing herself to remain strong, convince herself that nothing was real. She was dreaming. She had to be! She had…

"Rainbow…"

The voice was familiar, as was the weight and tone. Rainbow opened her eyes, slowly looking up to witness Steve Rogers standing in front of her.

His uniform was torn, the star in the center of his chest coated with blood, mirroring his face and eyes. All bloodshot. Empty and alone. Backing away only slightly, Rainbow tilted her head to the side, an eyebrow curiously rising.

"Cap?" she began, then was quickly silenced.

"You weren't there when he came, Rainbow Dash," Steve clarified, earning her interests and more noticeably, her confusion. He said, "You weren't there when Ultron came to lay waste to everypony and every_thing_. You abandoned your friends, your country, everything. All because you were too afraid to fight back."

Rainbow Dash shook her head, refusing to believe a word of what Steve was telling her. "No," she muttered. "No, you're wrong. I would never abandon my friends, just like they would never abandon me!"

"You seemed so quick to get away from them the first chance you got," Steve shot back, silencing the mare in front of him. As the snow pierced his swollen and bloody skin, the First Avenger narrowed his stare on the pony, causing her to back down slowly but surely.

He said, "Going after Ultron, leaving everything behind you…possibly to die in the process…for what? To just prove a point? To show that you're strong enough to go against him despite all the warnings? A soldier knows when the fight is unwinnable, and what you did _on your own_…was an impossible task."

Dash shook her head more spastically, uncontrolled, feeling every impact of Steve's words hit her and wear her down with each strike. She looked around, noticing the bloody bodies of the rest of the Avengers surround her, with them were her friends, bloody and beaten. The tears weld up in her eyes after seeing her closest friends stare at her with eyes so dull, so lifeless and gray. Dead.

"You just had to prove something, didn't you?" Tony Stark mumbled, his Iron Man suit barely clinging to his body. Dash slowly turned to him, and then quickly turned away as another voice assaulted her withering form.

"Where were you, Rainbow Dash?" Fluttershy asked, her voice shivering against the snow painting her blood-soaked coat. Seeing her closest friend in the state she was in, begging and crying out to her almost tipped Dash over the edge, but she held on. Held on to whatever sort of willpower she had remaining.

She turned to the next voice, to the next man. "I know where she was," Clint Barton said, staring off to Dash's dead body crumbled in the rubble.

All at once, her friends and the Avengers cried out to her with voices lost in malice and pain. Rainbow Dash covered her ears and shut her eyes as the voices of her dead friends screamed out to her. The crying and the shouting mixed together, creating a horrible combination that assaulted the mare's mind until it was close to shattering.

"_How do you think your parents would feel?"_ Twilight's voice rang.

"_She never cared fer anypony in her entire life!"_ Applejack screamed. _"All she ever cared about was herself! Not her friends, not the ones that tried so hard ta reach out ta her! She only cared fer herself…an' her pride!"_

"_Look who suffers from your decisions. Do you see how important you are now?"_ Doctor Banner managed to say amongst the cries.

"_Your family? Your friends? Did you ever once stop and think about the consequences of your actions?!"_

"Stop!" Rainbow Dash cried, eyes still shut tight, ears no longer covered. She planted her hooves into the rubble, not even caring that she was crying openly. "I'm sorry, okay?! Is that what you wanted? An apology?! You _got it_! You want more?! I'm an idiot! I'm stupid! I made a mistake and I'm sorry! Just please…_STOP_!"

They stopped.

They actually stopped.

Finally, Rainbow Dash opened her eyes, seeing herself once more alone in the snowstorm. The voices had indeed stopped, yet the mark they left was enough for Dash to realize just how dire her mistake was. Yes, she meant every word. She was an idiot; she made a mistake and was sorry. Now she could wake up and tell her friends just how much she was sorry.

Now she could wake up.

_Wake up…_

…_Come on. Now! Wake up!_

"No."

And a single, recognizable voice from behind was all it took for Rainbow Dash to completely fall apart. She knew that voice anywhere. How could she ever forget it? Rainbow turned around to stare into her own eyes. Herself. What was buried.

What was supposed to be dead.

Rainbow Dash gulped nervously, slowly exhaling as the bloody version of herself studied her with eyes almost lifeless, just as were the rest of her friends. She soon spoke out in a voice so lost that even Rainbow couldn't believe it was herself speaking for a second.

Despite it all, the bloody Dash said, "Is this how it was supposed to end? Us…lying in fear in our home as the world burned?"

Rainbow quickly stole a glance over to Tank's empty shell.

"You tell me…" Rainbow Dash turned back, staring intently at the magenta eyes, her own, and how they held absolutely no life in them, "…how we abandoned everything."

She was right. _She_ was right. Be it her own foolish decisions or her overpowered fear taking hold, ponies suffered either way. Her friends would lose her, and Ultron would attack and destroy everything she knew and loved. No matter what turn she would take, no matter what decision she made, ponies suffered. Ponies suffered because they depended on her.

Rainbow gave up. She fell and cried right on top of the Captain's broken shield. She didn't care if it was real or not, the truth behind it was real enough for her to finally see clearly. Fear had made her lose sight of who she was, what she stood for. When the time she was dreading finally came…she abandoned it all.

The pony that stood for loyalty even in the darkest times abandoned herself.


	37. Loss

Twilight felt a sickening _crunch_ beneath her hooves. She blinked once, twice, maybe three times before she final came to, taking in her surroundings as quickly as she could've possibly imagined.

The first thing she wanted to know was what she was standing on. So she looked down.

And instantly regretted doing so.

Millions. There were millions of bones scattered across every hill, every grassland, every dirt-filled road to which Twilight turned to. They rose up, reaching high enough to cover Twilight's entire hoof completely in burnt white. Empty and black eye sockets stared up at her, or at nothing in particular, as Twilight did her best to back away from them.

She simply couldn't. The bones covered nearly everything, the remains of ponies washing over all of the land. To her great relief, though, after nearly suffering a quickly approaching panic attack, her hooves touched solid, dirt ground, no _crunch_ heard.

Twilight stammered at first, gulping with her chest rising and falling at great pace. Her eyes were glued to the piles of bones, mouth opening in shocked terror.

"…Wh… How…? How did I…?" she questioned in a near-whisper. Even as her eyes gazed upon the burnt skulls and spinal cords, memories flushed behind her vision, in her mind, of all that she could have remembered.

A gust of wind. A short moment of agony. The red eyes. Then nothing.

Now, she stood amongst what remained, in a world consumed by fire and darkness.

Twilight looked up. There was no sunlight, no sun. The light burned from the flames consuming the forests, the dark clouds rising above. All she could see of the skies were burning, dark red clouds flushing in the heavens, thousands of blue lights soaring across the sky like falling stars, but all headed in one particular direction.

She followed their trail, gasped, and cried out as they struck the side of a mountain. The side of a mountain that held the capital city of Equestria. Canterlot. From where the Princess of Friendship stood, she watched with horror-filled eyes as the city came crumbling down in a mixture of flames and dust, disappearing down the mountain.

And then Canterlot was gone. Nothing remained. As the world burned around her, Twilight stood slack-jawed, eyes wide as can be, terror flooding through her veins, mind rekindling and trying to process the events that transpired before her. Even as she remained frozen, the world continued to burn, leaving the Alicorn to stare at the ashes falling around her like snow.

She was speechless. Completely and utterly speechless.

Twilight returned her eyes to the streaks of light breaking across the dark clouds. With Canterlot gone, several droves turned away from the destruction, instead choosing to fly directly towards…

"Ah!" Twilight yelped, backing away as the lights landed to her left, even more landing on her right. She stood in-between them now, head shifting back and forth as the dust settled around the pulsating blue essence that accompanied the figures.

Once the dust had completely disappeared, Twilight gasped. The lights were nothing more than Ultron's sentry army. Lighting up her horn as if expecting a fight, Twilight gritted her teeth and prepared for them to charge. Except they didn't.

More sentries rained down, adding to the many already surrounding the Alicorn. She watched, albeit a bit on edge, as they marched on past her. They quickly stopped, joined side by side and stepped back one, large step. In unison, the sentries created a path for the mare.

And Twilight was foolish enough to stare down the center of the path. Beyond the bones pockmarked across the dirt path ahead of her, forward on through the smoke-filled air and raining ashes, there sat a throne rising amongst the piles of bones. Twilight watched in the corner of her vision as the sentries stared forward, each one turning their heads toward the throne. She followed their actions.

She gripped her forehead the moment she saw the burning red eyes. More memories of the woman in the cave returned to her, nearly causing her to stumble. In the midst of her faulting, through the pain building in her forehead, she opened her eyes once more…

…as the figure on the throne slowly rose up.

The fires consuming Equestria gave off enough light for Twilight to see Ultron approaching her.

With his cape flowing in the dead wind, Ultron stopped five feet in front of the Alicorn. Twilight readied her magic despite the pain, but suddenly felt as every pinch of life from her was drained the moment Ultron narrowed his gaze. She stumbled once more, this time with her hind legs giving out and causing her to collapse into the dirt.

She pressed her hooves against her forehead, cringing as each heartbeat sent a wave of pain into her mind. Twilight heard a chuckle ahead of her, no doubt coming from Ultron. She looked up, teeth grinding together as she locked eyes with the monster.

Ultron reached up and pulled down his hood. With a knowing smile, he said, "Welcome to the future."

An explosion so massive erupted from behind the towering figure standing in front of the mare. Twilight, flinching first, shifted her eyes behind Ultron. Monuments and temples were in construction from what she could see in the distance. The fire pits burning beneath the temples gave off an eerie, red and orange glow to the constructions' sides, the tips pure black.

Monuments of Ultron's victory. Temples for his legend. A rebuilding of his world…over the remains of her own.

Twilight lowered her hooves, eyes burning against the smoke that filled the air. She coughed, then whimpered, "No… No, this can't be…"

"Is this not your vision, Twilight, as it is mine?" Ultron growled, his voice much deeper and more threatening than she remembered. As she brought her eyes back to him, Ultron held out his hand behind him, showcasing his greatest triumph to the princess.

"Beautiful, isn't it?" he began, voice so very low. He turned back to her, watching as her eyes, burning with fresh tears, suddenly shifted back to him. "It'll be the first of many. A great memory of my life and how I saved so many from themselves. A tad unfortunate for the condemned. Well, that's why they're condemned in the first place, hm?"

Twilight simply couldn't respond, her eyes shifting from the rising pillars and temples and back to him. His cape caught the wind again. He said, "Don't look so surprised. You try to make yourselves out as something greater, but fall short, unable to excel right on by the crimes of your past."

"We…we didn't… No…" Twilight mumbled, unable to form coherent thoughts. She remembered Canterlot being consumed by orange blossoms, disappearing amongst the dust.

Ultron just shook his head, chuckling a bit more. "Speechless as always. I wouldn't blame you. Being trapped…alone…in the end…it's overwhelming. But don't worry. We'll have plenty of time to get to know each other. And then…then you'll understand…that in the end…_you_ brought about your own extinction… "

The pain in her forehead was almost unbearable, and soon she could see the black building around her vision. For some sick, twisted reason, though, she remained awake long enough to see Ultron bend down and scoop up a lone skull resting amongst others.

He held it out to her. At first, Twilight didn't see any sort of importance. Then she focused her eyesight and spotted the jutting horn…and how long it was. The soulless, black eye sockets stared into Twilight's eyes, breaking apart her mind, tearing into her memories, showing her all that needed to be shown.

_Ultron stepping forward. The tip of the sword. The slicing of flesh. The screams belonging only to—_

"No…" Twilight cried, fresh tears flowing down her cheeks as she finally fell. She looked up once more, crying out in a painful and broken voice, "Please…no!"

Ultron crushed Princess Celestia's skull. He said, "In the end…Ultron created peace."

In the end, Twilight fell into a deep, dark slumber. Alone. Truly, truly alone.


	38. My Vision

He was going to kill them. Tony Stark was _literally_ going to kill them.

Well, _that_ or it just depended on what his definition of "kill" was. If it revolved around scolding the absolute crap out of them for blatantly ignoring not only him but the Captain who had much more experience in the battlefield than any of them, then yes, Tony Stark was going to "kill" them.

He really did lose his touch.

As the Mark 45 quivered around Stark's body—many parts still in need of desperate repair—Tony acquired as much information as his suit could allow. He scanned a nearby forest below, the freezing temperatures and the powerful snowstorm hitting him full force. Normally, his suit would protect him from such harsh conditions, but his suit was nearly falling apart at the moment.

He felt the wind race across his skin, a coolness shivering in his spine. Stark shouted, "This is where Twilight said she was going?"

Turning his head lightly to the right, Stark first noticed the hammer, then the god it belonged to, then the screaming dragon holding onto said god's cape for dear life. He bounced up and down as did Thor's cape in the strong winds, yelping with every new gust sent his way and spewing snow into his face.

_Stay with me, Draco._ Stark called out to him. "Hey! Did you hear me?!" This time, Spike managed to turn his eyes to the left, still clutching onto Thor's cape, but listening. Stark asked, "You said Twilight was coming here?"

Spike tightened his grip, nodding slightly and shivering as he did so. It looked like a mixture of both. "A-all she said was that they wouldn't be long! When I looked out the window I saw them head towards Foal Mountain! Whoa!"

Another gust of wind pushed against Thor, but the God of Thunder was more than strong enough to push back even harder. With his right arm jutted outwards, gripping Mjølnir with only one palm, his left arm was tightly secured around Barton's chest. To say the ride was uncomfortable was an understatement.

Bow in hand, Barton's eyes narrowed against the snow particles hitting him in the face, the intense temperatures freezing the man's arms. That was the least of his worries, and in the back of his mind. He was still wondering how he got the short end of the straw and having to catch a ride with Thor.

"Well," Barton shouted, "this is awkward."

Thor only nodded, keeping his gaze centered. "Yes. Yes it is."

Then again, Clint would rather catch a ride with the God of Thunder than having to try and keep up with the Captain beneath. As for Steve Rogers, the Captain was more than capable of following Stark and Thor from within the frozen forest. He never grew tired, thanking God for the serum pumping through his veins and allowing him to keep up with the group. He leapt over rocks and bushes, dodging and weaving through trees faster than any normal man ever could. He looked up, spotting Stark's flame trail.

Tony scanned the forest floor beneath them, catching several soft heartbeats and a massive one—possibly from numerous animals and Captain Rogers—but not the ones he was looking for. The storm was picking up and blowing away. An odd combination. It almost made Stark push aside the increasing signatures popping up on his HUD.

Friday's voice startled Tony for a second, but he relaxed quickly and listened. _"Boss, I've got some pretty startling readings coming from that mountain directly ahead,"_ Friday observed. Tony followed her directions, his eyes landing on a towering summit emerging from the snowstorm.

"That's Foal Mountain?" Stark asked, turning to Spike.

Spike nodded quickly.

"_Boss, I insist you take a look at these readings."_

"Then bring 'em up; we're on the clock," Stark ordered, observing his HUD light up with numerous graphs indicating the strange readings Friday had picked up. Tony narrowed his eyes, his mouth opening only slightly.

He turned his head back to the mountain. Then back to the signatures emanating from it.

"Friday," Stark began, almost sounding a tad quiet, "cross-reference these signatures to previous encounters."

She did as she was told. New readings popped up, new and old sharing similar qualities, similar attributes. Stark analyzed both readings, coming to the conclusion that the startling signatures were actually the essence of dark magic in play. Psionic. The psionic energy belonging only to…

Tony instantly changed directions straight for Foal Mountain, his team following him.

Seemingly pushing aside the search for the mares, Tony quickly embarked on the quest ahead. His suit stuttered, the repulsors on the feet dying and lighting up once or twice. He needed to get that fixed right away. First thing to do once they got back to the castle.

He landed feet first, smashing against the frozen mountain floor with a fist indented upon the rock. Thor came just as fast, spinning Mjølnir about as he halted to a hover, dropping off Barton by Stark's side. Clint looked down the mountain, noting how high up they were.

"You might wanna help out Cap on this one!" Barton called to Thor who nodded in agreement. Swinging his hammer back, Thor shot up before Spike could jump off. The screaming dragon held on to the edges of Thor's cape as he flew down the mountainside.

A few seconds had passed before Thor returned with Captain America holding his left arm. The two landed on Stark's left, Spike scurrying forward and kissing the snow-covered, rocky mountain ground. He looked up, instantly scurrying away from the dark cave's mouth resting in front of the group.

As Spike used Thor's cape as a protective shield, the Captain removed his own from the magnet on his backside, sticking it to his right forearm. He took a precautious step forward, eyeing the cave's mouth up and down, listening intently.

"Did your scanners pick them up?" Steve asked, his breath heavy in the cool temperatures.

Tony came up by his side, his metallic feet crunching the snow beneath him. His piercing, blue gaze observed the mountain cave. He bit his lip under the mask, stepping into the entrance.

"No, but…" he paused, stopped, then looked back at them, "…I got something else."

"Like what?" Barton pushed forward.

Stark stood silent for a moment longer, his gaze lingering on the darkness within. He said, "Guess we're about to find that out."

With Captain America following silently, Thor and Clint exchanged a curious glance before following as well. As the three moved past him and into the cave, Stark twisted his neck back for short moment, pointing at the small dragon.

"Stay," Tony ordered.

Spike nodded, leaning against the nearest wall and crossing his arms. "I'm not a dog, but okay," he muttered under his frozen breath, a shiver racing across his body as a cold chill hit the alp.

With Spike staying behind, Tony quickly caught up with the others, almost losing them in the darkness from about ten or so feet ahead. Yeah, it was that dark. Despite this, Stark managed to keep up, still taking his time in observing the cave's walls, the floor, anything. He scanned again. The psionic energy was off the charts.

And he was so focused on that that he nearly knocked over Thor. Hell, who was he kidding? He almost fell back from the impact, even in his suit.

"Hey, guys, what's the rush?" Stark asked, pushing past Thor and approaching the Captain's side. He didn't even get more than a foot by Rogers before he halted on his own.

The silence that plagued them all was almost too difficult for Stark to handle. The light bursting from the mouth of the cave was dimmed down by the large shadows of the four Avengers blocking the path. Even with minimal light, Stark could still see what was happening. He felt like the others could too. From where he stood, he could see the remnants of psionic energy in its average form, swirling around the darkness like flying serpents.

He activated his helmet's flashlight anyway.

And faced the ferocious glare of Wanda Maximoff.

She stood shaking, teeth clenched, hands outstretched, spewing out nearly endless torrents of her hatred-fueled dark magic into the foreheads of the six missing ponies. Their bodies lied separated amongst the cave's floor, nearly all of them shivering and whimpering words of fearful emotion.

Wanda didn't even flinch once the light hit her. She saw them coming once they first stepped forward into the cave's entrance, and—after noticing Stark's glowing eyes—grew a horrific stare filled with every bit of pain and malice she could offer for the man that ruined her life. Every moment they stood fighting together back in Sokovia, the home she grew up in, was immediately flushed away when the previous situation tore apart the back of her mind.

Her breaths grew heavier, chest rising up and down, eyes burning brighter and brighter after remembering such an event, only fueling her hatred. It all increased the moment Stark stepped forth, holding out his hand to her.

"Maximoff," Stark began, already offending her, "let them go. They're not of your concern."

"Were we of any of _your_ concern?" she immediately shot back, nearly spitting out venom.

"Wanda…" Rogers stepped forward, lowering his guard the best he could and offering her a pleading stare. "Please…" Another step, instantly hit in the chest from a projected blast of Wanda's energy.

Stark was next, slammed against the cave's wall from Pietro tearing quickly past Wanda's right. Thor spun around, meeting the heated stare of the second Maximoff twin near the entrance of the cave. Pietro cracked his neck, taking off once again.

"Cease this aggression!" Thor shouted, barely spotting Pietro closing in. He swung his hammer outwards in hopes of striking the blur, but not too hard. He didn't want to injure him. As for Pietro, he didn't care. He just wanted to hurt them. Hurt them like they hurt him and his sister.

So he ducked, easily dodging Thor's swing and punching the god directly across the face in half a second. From the sudden burst, Thor fell to the right, his shoulder impacting the cave's wall. He fell with a painful grunt, the Maximoff twin staring him down. Pietro smirked, turned around to face the last one, and was met with an arrow aimed directly between his eyes.

Clint stood silent for the longest time, breathing sporadically as his finger itched against the string. The tiniest of gasps emerged from the twin whose eyes were on fire, landing cautiously on the arrow aimed for her brother's head. Pietro didn't move, his eyes shifting from the arrow and back to Clint's hardened gaze.

Instead of helping, seemingly frozen in place, Thor and Stark watched from the ground, waiting for what could happen. Captain America was already up, but stopped once he spotted the confrontation…and how close the arrow was to Pietro's head.

The Hawk shook his head, breathing out, "Don't make me do it, kid."

"How fast can you relax your fingers?" Pietro asked.

"Faster than you can get away."

"Wanna bet?"

"Punk's getting cocky," Tony called out. "Show him who's in charge, Barton."

"Stark!" The Captain warned, earning the man's attention from behind the mask. Steve stepped forward once more, still leaving plenty of room between him and Pietro. He calmingly began, his tone cool and collective. "Pietro, stop. You're one of us now. You're an Avenger."

"If being an Avenger means leaving each other behind," Wanda interrupted, earning everyone's attention. Her magic still kept the mares trapped, but she was staring head-on, fearful for her brother, angered from the Captain's thoughts, "…then consider us out."

"We were going to find you," Rogers told her.

"When? After we starved to death? After we were mauled by some other hell-beast?" Pietro offered, slightly turning his head away from the arrow.

Thor and Stark got back up to their feet, Tony pointing his palm directly towards Pietro. Wanda shot out her hand, fully intending on sending another projected energy blast right between Stark's eyes, maybe let him fall into another nightmare, this time never waking up. Stark jutted his other hand towards Wanda, his palm glowing bright.

"Don't even think about it, witch," Stark growled.

"If you hurt my sister I'll tear you to shreds," threatened Pietro, twisting his head back only slightly.

Stark replied, just as threatening, "Wanna bet?"

"Back off, Stark!" Rogers shouted.

"There is no need for this meaningless conflict!" Thor added.

"Get away from him!" Wanda screamed at Stark, her fingers twirling and gathering energy. Stark's palm lit up even brighter.

"Let the arrow go, Barton," Tony muttered, fury evident in his tone, "Let's see how fast this kid really is."

"Clint, you hold that arrow still!"

"Do not release that arrow, Barton!"

"He does it and he's dead," Wanda hissed.

"Why does everything have to fall on me?" Clint muttered to himself, loud enough still for everyone to hear him.

Pietro nodded at him, taunting him. "Come on; let it fly."

"Punk's right for once."

"Stark, I'm warning you..."

"Can it, Cap."

"Stand down, Tony! You must not fuel this quarrel!"

"Your move, Barton!" Stark said, ignoring Thor.

Steve shouted, "_Clint_!"

"Do it!" Pietro urged.

"_Enough_!"

The voice caught everyone by surprise, ceasing their actions and holding them all to a standstill. Moments away from firing the arrow, from dodging, from exchanging blasts ranging from energy to repulsor, and from a hammer permanently indented in Tony's chest, in just moments away from making a terrible mistake…the voice stopped them.

Everyone caught in the feud slowly brought their attention to the edge of blackness, to where they could not see any farther into the mountain's cave. Exiting the shadows, a cape blew softly in the gentle, cool breeze that managed to enter from the outside.

Tony lowered both of his hands.

Barton dropped the arrowhead.

Wanda finally relaxed, but still held her grip on the ponies' minds.

Each and every one of them turned their eyes onto _him_.

He was calm. He was exact. In all that he did, despite the rising conflict, he walked amongst warriors in silence, in collective peace and knowledge. He stepped forward to the woman, noticing the red in her eyes, the mist overcoming her victims. He looked into her eyes, his demeanor, just by glance, lowering the woman's adrenaline.

He placed his hand gently on her shoulder. Almost instantly, Wanda finally relaxed, _truly_ relaxed, and fell to her knees, breathing softly and staring at her work, at the ponies slowly shaking fearfully.

Pietro was already by her side before anyone could blink. He wrapped his arm around her, bringing her in for a quick but comforting embrace. She returned it, lowering her head deep into Pietro's chest. Together, locked in arms, the twins stared up at him as he slowly moved on by and approached the shivering mares.

The remaining Avengers stood silent, side-to-side, watching as he slowly dipped down to one knee, his red palm gently grazing the forehead of a certain apple-bucker. He closed his eyes. He tightened his jaw.

The stone between his eyes glowed softly.

And Applejack was awake, gasping for air and coughing.

As his eyes opened once more—the orange-colored mare fearfully scanning the cave and bringing her attention onto him—he stood up, walked over to the next pony, and repeated his actions. Rarity was next to wake up, followed by Pinkie Pie, both ponies panting furiously, shocked to have escape the nightmare.

Thor was down and next to the two mares, asking if they were alright. They nodded together, rubbed their heads, and turned their attention to the one who saved them. He was on one knee again, gently caressing Rainbow Dash's forehead.

She awoke with a startled gasp, almost shooting up to her hooves and flapping her wings furiously. Steve was by her side quickly, placing his palm against her and holding the mare down.

"Dash, calm down!" Rogers ordered her, to which the mare replied with a frightened stare. Their eyes connected, her chest heaving, uncontrolled. But the longer she stared into his comforting gaze, the quicker she felt calm. However, flashes of the nightmare returned, causing her to flinch.

"It's me…" he told her, gripping her hoof. "Are you okay?"

Dash only nodded, looking away. Steve didn't believe it for a second. The power of Wanda's magic left some lasting effects, some Rogers knew personally. But he nodded either way.

Once Fluttershy awoke, she cried out, looking around like a frightened animal. She ignored him walking past her and instead brought her attention onto Clint Barton falling to one knee, asking if she was alright. Her eyes felt wet, her mind replaying the events she experienced firsthoof. Fluttershy reached forward and slammed her head into Barton's chest, her forelegs wrapped around his body.

Clint flinched, feeling the wetness of the pony's eyes soak his chest. She concealed her cries by muffling them into his chest, tightening her grip around him. Barton's heart almost broke after hearing her whimper, that soft, delicate cry…almost like a child waking up from a bad dream.

A child.

He didn't realize he was holding the shivering Pegasus and gently rubbing her mane before it was too late, and he still didn't even care.

Both Pietro and Wanda watched the heartbreaking scene from the shadows, suddenly feeling a weight of guilt wash over them. Pietro held his little sister close. She held him back, closing her eyes and remembering the nights when her brother would hold him just like that, keeping her safe in the remnants of their fallen household, the missile staring at them, threatening to blow at any second.

Tony waited for him to finish on Twilight. When he did, when he stood up and stumbled over to the cave's wall, Stark's helmet shot open, revealing the face beneath, and he approached the Alicorn that was finally awake.

"Twilight," Tony said to her, falling to one knee as the others had. She groggily looked at him, pressed a hoof to her forehead, and groaned. Stark managed a weak smile, nodding to her. "I know you just woke up from a pretty traumatic experience and all but…I wanted you to know that I pretty much drank all of your coffee."

Twilight groaned even louder, rubbing her temples. "Shut up."

"Wrong time, got it." Stark nodded, turning to see the other mares come to. He asked, "So, you good? Didn't see anything too bad, I hope."

She really wanted to tell Stark to shut up again, but found no power in herself to do so. The pain in her forehead had subsided for now, leaving a pulsating irritability that came and gone. She could deal with that, but the dreams…the nightmares…that would take some overcoming. She could still see the smoke and fire, the burning red eyes and the crushed skull whenever she shut her eyes, but at least when she opened them she saw her friends alive and well, a complete opposite to the world she was previously trapped in.

Speaking of which…somepony or some_one_ deserved a thank you.

She was still pretty sore, definitely shaken, but in the far corner of her eye she witnessed the one who awakened her and her friends fall to the ground, passed out.


	39. Not a Fan

"Go on…" Tony Stark urged, his arms crossing over one another. "Say it."

Trapped in the library amongst the questioning and disappointed stares from both her closest friends and the Avengers, Rainbow Dash groaned heavily, making it clearly evident in her tone that she did not want to be there.

However, the pulsating guilt pushed her onwards, telling her over and over again to be mature and take responsibility. Plus, the nightmare from hours earlier still hadn't abandoned the mare. It was still clawing at her, at her heart, at her mind. Never leaving. Festering.

She quickly shook her head, closing her eyes and inhaling. Dash said, "Okay…fine. I'm sorry."

Rainbow looked onwards to the rest of her friends, some still holding anger in their eyes, mostly from Twilight, Applejack, and Rarity. Pinkie Pie and Fluttershy, well, they just looked disappointed. Rainbow steadily breathed in, releasing the pent-up carbon dioxide that filled her lungs.

Instead of holding signs of frustration in her tone, Dash sighed—did not groan—and said, "I'm sorry, guys. Really… I'm an idiot. You have every right to be mad at me. I just…I just made a mistake…and I hope you can forgive me."

Sharing several uncertain glances between one another, the rest of the mares finally gave in, approaching the rainbow-colored mane daredevil and sharing in a quick but very sweet group hug. Rainbow Dash sighed thankfully, returning the hug and quickly finding her place around the crystal table once the hug broke apart.

Giving the mares a quick glance or two, noticing how they were all seated together around the center table, Tony Stark then turned his attention over to the soft, plush couch and the two resting on it.

"You too," Stark declared. Pietro Maximoff silently scoffed, resting his head on his fist and looking away.

The library fell a few degrees in temperature as the silence pestered on. It seemed all the eyes shifted from the six mares quick to accept their friend's foolishness to the twins yet to apologize for their actions. The look in Pietro's eyes was simply uninterested, disconnected. Wanda just continued to sit in silence, a pair of eyes that could melt Vibranium held dangerously on Stark.

The oldest mumbled something incoherent, finally turning his head towards Stark. He said, "Don't need to apologize for something that wasn't our fault."

The mares quickly took offense, some gasping, some frowning, and one glaring. Dash grinded her teeth together, her eyes as sharp as razor blades and ready to tear.

"'Wasn't your fault'?" Barton repeated, skepticism clearly heard in his tone. Both he and Thor were leaning against a nearby bookshelf. That didn't seem to be the case anymore. Both were moving forward, both were equally agitated.

Clint began again, a mixture of confusion and irritability in his voice. "You attack us, urge me to shoot you, have your sister keep Twilight and her friends under some kind of nightmarish spell, and you see no need to apologize for any of that?"

"Like we said…" Wanda began, her eyes slowly grazing across Tony Stark. They flashed red for a brief second, but everyone still caught it. Twilight shivered involuntarily. "Wasn't our fault."

Captain America stepped forward, shield secured on his back and his palms swaying as he approached. "Then whose fault was it?" Steve asked.

Pietro was seemingly preoccupied with a crystal lamp to his right to give his full attention. He just curled his upper lip and said, "Mm, could be Ultron's. Could be these ponies'—"

"How the hay is it _our_ fault?" Rainbow Dash interrupted, beginning to rise out of her chair.

Wanda answered, her piercing stare slowly shifting to the Pegasus. Rainbow tried to hold her ground, tried to stare into those hellish eyes of hers, but she couldn't. She looked anywhere but her face, disappointment riddled in her eyes along with the previous flashes of her nightmare.

"Should've left us alone," Wanda Maximoff declared to the six mares. "We don't tend to trust the few when the many tried to kill us."

"If this is about you thinking we 'forgot' about you, then just stop right now. We don't _forget_ any of our team," Captain Rogers immediately said, jumping in to flatten any false accusations.

"Then where were you when we woke up near-frozen?" Pietro retorted, turning away from the lamp, still looking quite bored, but holding a slight flame behind his eyes. "Where were you when we had to crawl our way through a blizzard just to find ourselves lost in a forest? Where were you when we had to protect _him_ from every hell-beast that tried to tear us apart?"

"Why would he need protecting?" Barton muttered. Thor shot him a glance, then returned to the conversation.

Steve appeared disgruntled, grief-stricken as he flexed his palm in and out, tightened his jaw, and looked to the side. He held out his hand to them, saying, "Look…we're sorry we didn't look for you two sooner. It's just with the princesses—"

"That you had to make a first impression to earn their good graces?" Pietro scoffed, slowly shaking his head. "And while you were sipping fine wine in the Garden of Eden…we were lost in the mountains, struggling just to find out what we'll eat that night, thinking if we'll ever make it home alive… That if anyone was still out there…_if_ anyone was still out there…did they know where we were? Were they even looking for us?"

That statement injured several, piercing right through the Captain's uniform and going straight through his heart. The utter loss of life and disappointment on his face was easily recognizable, as Twilight had shared similar features. She'd be lying if she didn't share one right then, as did many of her own friends.

Knowing there was no help from Stark or the others, Steve tried again, holding out his hand to them. "We made…a mistake."

"Wouldn't have been the first time," Wanda muttered, her eyes looming over Stark.

He suddenly shifted his palm behind him, to all the mares shifting their attention from the twins over to the Captain. He said, "But it's not their fault. Don't blame them for something they had no idea what they were getting into."

"Then who do we blame?" Pietro asked, leaning forward. "The ones who abandoned us? Left us to die!"

"That's _not_ what happened!"

"Sure as hell looks like it!" Pietro shouted, now fully up and dangerously approaching the Captain. Wanda tightened her fists, her eyes burning. She couldn't hold back a flinch after hearing the hoof smack against crystal.

"Stand down, Pietro," Twilight ordered, her voice firm and holding high authority. She dug her hooves into the crystal of the table, glaring at the Maximoff twin trying to size up the Captain. "End this feud," she sternly said, her eyes suddenly softening, a hoof rising across her heart. "We're sorry for what we've done, and we would like to hear the same from you and your sister."

Pietro Maximoff actually looked away from the Captain staring him down, never flinching or backing away. He shifted his eyes over to the lavender Alicorn, pointing right at her, but addressing them all. "Oh, I sure as hell ain't apologizing to some freak-show horses."

Rarity gasped dramatically. Fluttershy whimpered and tried to hide under the table. Applejack, Pinkie, and Twilight just looked shocked. As for Rainbow Dash…

"What did you call us, punk?!"

She was already out of her chair, hovering closer and closer to the Maximoff twin.

"Stand down, Rainbow!" Thor objected, standing between the Maximoff twins and the fuming Pegasus. "There is no need to fuel this conflict! We are on the path to understanding…so there is no need to—"

In a brief second, a powerful gust of wind blew through the library. In the next second, Rainbow Dash was on the floor, yelping in surprise as her chest hit the carpet. A second later, all eyes shifted from the Pegasus onto Pietro, the young man standing in the same exact position with a knowing smirk and a careless gaze.

Rainbow Dash growled, then spread her wings, then realized she couldn't because the ends of her wings were tied to one another.

What followed was nearly everyone losing their cool and charisma. Well, mostly everyone. The remaining Avengers; Tony Stark, Captain America, Thor, and Hawkeye did their best to stop Rainbow Dash from tearing Pietro a new one. Thankfully, Applejack was already on her, holding Rainbow on the spot.

"Let me at him! I'll show this punk what happens when you mess with me!"

"Darn it, Dash! Quit yer fussin'!"

"Pietro, that was unnecessary!"

"You ruffian!"

"Oh, do that again! Do that again! I blinked!"

Captain America turned away from the ponies, now glaring at the two, mostly the older one, wearing a shit-eating grin. "Maximoff…" he warned, clenching his fists.

"What? You going to stop me?"

"I'll buck his face in!"

Pietro then frowned, still smiling at the Pegasus. "You know what, let her go! Let's see who the fastest one here _really_ is!"

"No, stop this now!" Twilight screamed, her horn ablaze, ready to freeze everyone on the spot. Pietro caught the glowing horn and readied himself. Wanda saw it too, her eyes burning red, standing up and ready to send her off to another hell if she even touched her brother.

Thankfully, nothing too severe transpired. The library doors creaked open, loud enough for everyone to hear.

Stepping into the growing feud, unknown to do so, was Doctor Bruce Banner, Natasha Romanoff, and Spike. However, most of the attention was not on them, nor on the young dragon carrying refreshments ranging from fruit punch to plain water. Their attention was centered on the red android in-between Banner and Natasha.

The one with the long, golden cape.

The one with the gem resting on his forehead.

The one who looked absolutely exhausted.

Bruce Banner just looked over to Applejack straddling Rainbow Dash, both mares shifting glances and pushing each other away—a noticeable blush on each of their cheeks, causing Natasha to smirk—and then suddenly addressed the whole group. "I'm sorry; did we miss something?"

Tony just shook his head, upper lip curling. He said, "No, you're right on schedule. Almost got to see Dash and Pietro go at it." He quickly fell silent as the red android approached, taking once cautious step after another, almost as if he thought he would fall at any second.

When it appeared that he would, Natasha was by his side, pressing her palm to his chest, looking up to him to see if he was doing alright.

Vision looked to the Widow and nodded. She nodded back, taking a step away.

The first steps on his own were not so powerful, not as much as they had been when the mares had first seen him. Still, his presence—though it seemed weakened and bruised—emanated a sort of…strength. Knowledge, if one could say. It was unknown, but that's what made Twilight so intrigued. The unknown.

Who was he? Who was this "Vision"?

Why did he save her and her friends?

Escaping her inner thoughts for the moment, Twilight listened carefully as Vision finally stopped. He held his ground, stared at the ground, and slowly lifted his gaze. His wounded mind returned to Stark's previous statement.

Vision just shook his head. "There will be no need for that," he said, his voice rich with power, but infected with pain.

Silence crept along, slithering around each Avenger and pony that refused to speak. Spike placed the drinks down on the table, snagging a fruit punch for him and plopping a crystal inside for added flavor, to his own delight. He climbed into an open chair, sipping through his curly straw as he watched the events unfold before him.

The Vision cautiously entered into the center of attention. His dull, almost lifeless eyes shifted from each Avenger, across the ponies, and finally resting on the Maximoff twins. He looked away suddenly, almost in shame, and began again.

His voice was hoarse. "Let me be the one to apologize." He turned to Pietro, eyeing him in a wounded sense. "I sensed…a presence on the outskirts of the cave," he croaked.

The Maximoff caught on. "Which is why I tried to scare them off," Pietro called out after several seconds of silence. Wanda stood close to her brother, holding onto his arm and squeezing it. The Vision immediately responded, shifting his attention to the six ponies staring up at him with incredulous looks.

Vision stared at them—almost appearing lost in his own thoughts—finally managing to say, "But…they were not…angry like the others. By the tone of their voices, yes, I suppose they were quite stubborn, but…it felt different. Unlike anything I had felt before. They held a connection, despite the differences. A bond…unlike any other."

Applejack shared a quick but very knowing smile with the Princess of Friendship. Vision returned to Pietro, lowering his head. "I apologize for not informing you of that sooner, but you seemed to be in quite the hurry."

"Everything you have sensed," Wanda muttered, stepping forward barely past her brother, "from the moment you saved us from falling to our deaths…has tried to kill us."

Vision looked away for a brief moment before staring into her wicked eyes. No fear. No worry. Just peace. He said, "I suppose humanity is not the highest member of the food chain here."

"Humanity doesn't _exist_ here," Steve Rogers replied, earning the android's attention. The Vision nodded, continuing to slowly pace around the library, still remaining the center of attention.

"Which brings us to the question…" he silently exclaimed, staring down at the carpet, his cape swaying with each of his stumbles, "…exactly why Ultron wants to destroy this world?"

His eyes landed on the six mares, disappointment slowly growing across their facial features.

Doctor Banner turned their way, catching Twilight's interest. "I told him everything. Sorry, girls," the man said, earning a sigh from the Alicorn.

"There is no reason to be ashamed of the past you cannot control," Vision informed the mares, approaching the table and placing his hand upon it for support. Twilight took the moment to quickly analyze his palm, noting the red—almost cybernetic and metallic—tissue and how well it moved as any other hand could. Sadly, she could only stare for so long, for Vision was up and moving before she could take a mental snapshot.

"I am here to tell you that whatever Ultron is planning…will not succeed," Vision addressed to the masses. He looked away for a brief moment, once again appearing lost. "He is in pain, lost in his own self-righteousness. He will not stop, so it must be us who _stop him_."

The synthetic spun around, nodding to the mares.

"I also apologize for the twins. Our arrival to your world has been more than unpleasant."

The rest of her friends were near-speechless, so Twilight mustered up her courage and asked, "How so?"

"Almost every day, we were attacked by something new, the next creature even more ferocious than the last. I could only sense their presence, sometimes I couldn't even fight. The twins had to fight on their own…as I constantly faded in and out of consciousness."

This new information sparked something worrisome to the Avengers. To some, the information appeared dense, almost as if they couldn't truly see why he would be experiencing such traumas. To others, they knew exactly what had happened just by staring at the android's forehead.

"Now why would that be?" Captain Rogers asked, his arms crossing over one another. He turned to Stark, the man stepping forward to the Vision.

"Banner," Stark began, suggesting forward with his hand, "you seeing what I'm seeing?"

Doctor Banner followed his direction, as did the others, and came to see what exactly he had pointed out. He breathed, "The Mind Stone…"

"The Mind what now…?" Applejack repeated, gently rubbing the side of her head.

Bruce stood by Stark's side, moving in to further investigate Vision's forehead. Twilight and her friends tried to get a closer look to. Sadly for the Alicorn she could only spot the dim gem resting between his eyes, nothing more. Spike poured himself some more punch.

Without touching it, Banner sighed and pointed towards the yellow gem, saying, "Yeah, I checked the stone earlier and… Well, it definitely doesn't look good."

"How do you mean?" Vision asked.

"You said you've been fading in and out of consciousness?" Banner asked. Vision nodded. "You're growing weaker, and that stone on your forehead is growing dimmer. The connection must've been severed somehow. The stone's power is fading from you."

As Vision gently lifted his palm upwards to caress his forehead, Banner slowly turned around, eyeing the ponies and humans staring at him expectantly. Stark followed his actions, his tired eyes landing on the doctor.

Bruce shook his head, turning to each one of his team members. "Guys…what the hell happened back on Novi Grad?"

A certain God of Thunder, who had remained silent for most of the conversation, finally stepped forward, holding out his hammer to the synthetic rubbing his head.

"He must have been struck in the forehead from the lightning I caused," Thor explained, the images of the fall returning once more, causing him to blink. Several others must have faced the same fate, as they either turned away or shut their eyelids. He continued. "I must have damaged his mind. Knowing the stone's unparalleled power, there is no telling what kind of damage I could have caused. That gem holds power like no other…for all I could say it may have been responsible for the vortex that brought us to this world in the first place."

"Damn," Clint muttered, his mind still processing past events.

Thor never looked away from the Vision. He gently reached over and placed his mighty palm on the android's broad shoulder, squeezing it with little strength.

"I am sorry," he said, sincerity clear in his tone.

The Vision could only nod. "It is alright."

"You had no choice," Captain America said, aimed clearly for Thor. The god spun around, meeting the Captain's gaze halfway. It was one he had seen before. One he knew how to respond to.

"There is always a choice," Thor replied, almost sounding distant. Captain Rogers lowered his gaze, sighing outwardly through his nostrils.

The building silence was almost complete, a kind that infected the Avengers many times before, many times where they could not achieve what they believed they could. Stopping the attack on the Helicarrier was one. Ultron's attack in Avengers Tower being the other. No one knew what to do. Their spirits were crushed, desperately needing something to pull them up.

"So…how do we fix it?" Twilight asked, earning everyone's eyes. From the sudden attention, she coughed into her hoof, clarifying, "The stone, I mean."

Doctor Banner only shook his head, smacking his palm against his side. He muttered, "I would fix it, but…I just don't have the technology to…" The doctor sighed, lowering his head in shame. A red palm was gently placed on his shoulder in comfort.

That gentleness, that comfort was quick to end. Wanda's shrill voice penetrated the silent void, perking everyone's attention. She stepped away from her older brother, staring at each Avenger as if they were insane.

"So, what? You're just going to let him die?" she questioned, voice breaking after that last assumption. Banner gulped silently, not willing to stare into the witch's eyes. "He saved our lives, and you're going to abandon him like you abandoned us?!"

"We know you're angry…" Bruce began, immediately being interrupted.

Wanda shook her head, mouth falling open. "Oh…we're _way_ passed that." She stopped, however; the moment she felt something press onto her shoulder. The Maximoff turned to her left, noticing the red palm resting on her, its warmth bringing forth feelings of comfort. She felt it before, her pain and anger draining so very fast.

Vision stared into her eyes, watching as the red faded away and was replaced by beautiful green. He softly squeezed his hand, lowering it to his side. "It is quite alright. Do not feel remorse or pain for me."

He moved on by, turning away from the Avengers. Stopping a few feet from Wanda, the synthetic stared down onto his palms, onto the very weapons that were meant for annihilation, now only for the betterment and protection of a peaceful future.

He said, "If we are to stop Ultron, then I would be gladly willing to give my life…before it shall end naturally."

"You don't have to do this," Pietro said to him, stepping forward.

"We can help you," Wanda assured. "We _will_ help you."

To their surprise, Vision spun his head around and looked at them. And he smiled. It was not one of joy, not one of comfort, but of sadness. A saddened grin plastered on the face of one who was destined for so much destruction, so much pain and suffering, to change for the greater good, only to come up so short.

He smiled at them. "You have already done that. All of you…have already done that. If my destiny is to see an end, one that might come…sooner than I had hoped, then I will have acknowledged what little time I did have. Among my allies. Among my friends. It's been an honor."

Captain America didn't even nod, nor did any of the others. They just stared on, cynical of the situation. All they could offer, all they ever could have, was a broken stare, shared by each one. Vision stared on, shifting his eyes over to the Maximoffs.

Vision gently lowered his head to them and, barely over a whisper, muttered, "Thank you. Both of you. You protected me when I could not fight my own battles. If these next few days are the last we see each other, then I pray you can find forgiveness. A tendency of humans I have seen is that they _do_ make mistakes. Everyone does… It is trait I had acquired from Ultron."

He turned to the mares once more. He smiled.

"Unlike Ultron, I do not seek to place the blame on those willing to learn and become better from that experience. But if they're truly sorry, _all_ of them…then we have no need to remain angered. I know it's hard, but…life tends to be hard at times. It's those willing to walk with you through it all that makes life so bearable. Do not lose those people. I hope you see that now."

Wanda appeared to be on the verge of tears, which surprised many. Pietro was already at her side, wrapping his arm across her shoulder and bringing her in close. But even he appeared to be changed, his eyes staring at nothing, almost as if he was elsewhere, his mouth buried in his sister's hair.

Vision watched the embrace with greater hope for the two siblings. He prayed their future was as bright as that hope seemed to be. They truly deserved it. His thoughts, surprisingly enough, were broken as Tony Stark finally opened his mouth again. The man stepped forward, eyeing Vision—particularly his forehead—and crossed his arms.

"We don't intend to see one of our own die in front of us," Stark exclaimed, turning around. "Banner, Twilight; do you mind sticking with me on this one. Everyone else…you can go now. Leave it to the eggheads to fix a gem. We may be in here the rest of the night."

Slightly surprised, then quickly ecstatic to realize she'd be further studying how the Vision's gem worked, as well as his unique biology, Twilight's giddy smile broke apart, replaced with seriousness building in her gaze. She breathed in and out, hoof placed on her heart and jutting outwards.

Looking across the table, Twilight Sparkle cleared her throat and addressed her friends. "Girls, pack your bags. We're heading to Canterlot tomorrow morning. Celestia wants to see us…and the new Avengers personally."

Spike nearly choked on his straw, coughing sporadically. Twilight turned to her little dragon assistant, listening as he asked, "I…don't have to go, right?"

Twilight smiled, rolling her eyes. "No, you can stay here if you really want to."

"Awesome! Big Mac and I got plans again tomorrow!" Spike exclaimed, leaping out of his chair and heading for the doors.

Twilight giggled. "More hoofball, I presume?"

Captain America watched the young drake exit the library, pausing and turning back to Twilight with a questioning gaze. He asked, "'Hoofball'?"

"Ah'll tell ya all about it, Steve," Applejack answered for Twilight, hopping out of her chair and making her way out of the library. She smiled up at him, saying, "Ah can get the feelin' you'd be the kind of guy who'd enjoy a good hoofball game."

The Captain chuckled, following the orange mare to the exit. "I'm more of a baseball kind of guy, but sure, let's see what this world's got."

One by one, following Applejack and Captain America, Vision watched as each pony and human made their escape out of Twilight's library. He could hear Twilight addressing the twins on where they'll be staying in one of her many guest rooms, the seemingly endless words spewing from the pink mare's mouth as she followed Barton and Thor into the hallway.

Goodbyes for the night were given, hugs exchanged here and there until it was just Vision, Stark, Banner, and Twilight left inside the library, the heavy doors closing behind Rainbow Dash. As for the daredevil herself, she yawned carnivorously, large bags waning under her eyes as she prepared to make her way out to Ponyville.

She stopped, however; the moment she heard the sniffle.

Still afloat, sense still acute, Dash spun around fully expecting to see Fluttershy recovering from the earlier engagement from the library…_before_ Vision showed up. Or perhaps she was still having flashes from whatever it is she saw in the nightmare all of them seemed to share. Dash would be considered a liar—no surprise there—if she didn't feel a chill race up her spine when she remembered that she still had to fall asleep that night, praying that she didn't see those images again.

Despite that, Rainbow never expected to see Pietro comforting the weeping Wanda.

She listened in close, still remaining afloat, as Pietro spoke to her.

"I'll meet you down there, alright? Everything's going to be fine; trust me." His words did little to help. "Hey, you're stronger than this. I know that for a fact."

She tried to remain strong, quickly wiping her eyes and inhaling greatly through her nostrils. She nodded. Pietro kissed his sister's forehead, mumbling words of comfort to her. She nodded again, breaking off from his embrace and slowly entering the dark halls. Pietro watched her figure escape, her head looking to and fro, mesmerized by the sheer scale of the crystal castle.

Pietro leaned against the wall, sighing. He knew he wasn't alone.

"Hey, you got a sec?" he called out, turning his head to the rainbow mare trying to escape.

Rainbow paused in mid-air. She slowly spun around, meeting Pietro's gaze with her own. Strangely enough, Dash didn't see that same cockiness that she expected from that gaze so many times before. He just looked…tired.

Curious enough, Dash faced him and said, "Yeah, why?"

Pietro looked to the ground to his torn shoes and socks. He sighed, crossing one leg over the other. "It's just… Sorry, okay? I didn't know what Vision sensed and…and I guess I was just scared. For my sister. I didn't want another monster to get a lucky shot on her. You know how that is, right? Protecting your sibling? If you have one, that is."

Rainbow was about to reply before stopping herself, drinking in his apology word for word. Sooner than naught, she found herself finding the kid before her more believable by the second. He was just protecting his sister, like any loving brother would. And thinking back, seeing that woman who had torn into her mind break down and show her lowest form…it was surprisingly human of them. He did what he did for her, his sister, which Rainbow could totally understand.

After all…she was practically one herself.

"You know…I think I know where you're comin' from. I can understand," Rainbow Dash told him, offering both a helpful smile and her hoof, extended to the young man. "You're good."

She held out her hoof to him. Pietro stared for a short moment before realizing the gesture, pounding his fist to her hoof.

"So…" Rainbow Dash began, her hoof falling and that knowing smirk of hers growing across her lips. She said, "Fastest thing in the world, huh?"

That cocky smile came back. Rainbow liked that smile. Pietro only shrugged, looking away. "Don't like to brag…much."

Dash laughed, punching him in the shoulder. She said, "Hey, you just got me when I wasn't lookin', is all." He just shook his head, barely chuckling as he turned her way. "I want another race once all this craziness is over; a _real_ race. Deal?"

Once more, her hoof was held out to him…this time with a glob of spit she so graciously applied. Pietro paused, looked to her hoof, the spit slowly dripping off, then to the mare. He rolled his eyes, bumping her hoof with his fist.

"Deal," Pietro muttered, wiping his fist against his pants. Rainbow smirked, but it quickly died when he said, "But I sure as hell ain't going easy on you."

With that, he disappeared, leaving a trail of silver and blue that blew past the Pegasus in more ways than she could count. In fact, she couldn't even count, or focus too much on counting, because she fell to the crystal floor once again, yelping as her chest hit the ground.

Rainbow Dash groaned, then looked back to see the tips of her wings tied to one another…again.

She sighed, laying her chin on the cold, cold floor. "Yeah, you better run."


	40. Eye to Eye

Agent Maria Hill completely ignored the world roll by through the Helicarrier's glass window. She was focused—even though there was so much more to focus on instead—currently on the screen resting in front of her, the image of the man staring at her with eyes almost as winded as her own posture.

Still, despite the constant noise from the bridge below her, despite the weariness creeping into her eyes and joints, Maria Hill made herself as presentable as possible, clearing her throat and crossing one arm over the other. She listened as the man's image sighed greatly, his wrinkly palms rising to cover his face.

She closed her eyes, but still listened.

"_They're growing impatient,"_ the man muttered, his voice dry.

Hill opened her eyes, staring into his own. "Let them," she replied. "We're not finished here."

"_You know as well as I do that even I can't hold them back after this,"_ the man replied, his hands remaining high, now wrapping together in front of him. _"What happened in Sokovia—"_

"We're working on it, sir," Hill interrupted, catching her breath after noticing the change in the man's once calmed posture, now alert and stirring. "Colonel Rhodes is still searching for survivors as we speak. We have lifeboats, search teams, everything. Not a living soul on this carrier isn't looking."

The man on the screen scrunched his face together in thought, in processing, and then finally shook his head. He said, _"Agent Hill, a piece of landmass, an entire city for God's sake blew up…killing everyone on it. We can't simply turn away from this any longer than you want us to. Congress is ready to send goddamn soldiers to Sokovia!"_

Hill gulped, felt a bit lightheaded, but composed herself rather quickly. "Tell them there isn't any need for that. Ultron is gone. There isn't a single one of his soldiers left."

She watched as the man's demeanor shifted from fury to sorrow. The loss of character, the same, powerful character she had come to know him by, dealt a blow not only to her but the words he chose.

"_I never said they wanted Ultron."_

Maria Hill was lightly dealt a blow to the gut. She held her chin up and said calmly, courteously, "We're _not_ the enemy here."

"_Then tell me who is,"_ he replied almost instantly, leaning forward in his chair. _"Who's responsible for this catastrophe? Ultron? The Avengers?_ Stark_?"_

"Does it really matter, sir?" Hill asked, arms tightening across her chest, a dreadful chill racing across her skin. "They're all gone."

The man paused, holding the Agent's stare for longer than he intended. He sighed, leaning back into his chair. _"So it's true,"_ he murmured, anxiety filling his vocal cords. His eyes stared into her own, breaking through the soldier he knew and seeing the wounded human being. _"You haven't found anyone."_

Maria could only look down.

"_Hill…"_ she brought her eyes to him once more, _"you know I don't want to put the blame on any of them, especially Stark after everything he's done for me. But this issue must be addressed as soon as possible. The moment you get a read, you contact me, not a second after."_

Agent Hill nodded. "Yes, sir."

"_We appreciate all you've done so far…_ I _appreciate what you've done,"_ the man told her, leaning forward. _"The American public must be given the truth,"_ he chuckled a tad. _"You know…I always wished they were meant for something better, just like Fury had once told me. Through it all, we've just ended up back to where we've started: A world in desperate need for help."_

Maria Hill didn't respond, instead choosing to remain silent for the duration of the call. He didn't blame her. After everything she's been through, after everything they've been through…he was just glad to see her alive and still one piece. The same couldn't be said for Sokovia…or Congress for that matter. But that was another problem to deal with for another time.

The man nodded to her, offering a weak smile. _"I wish you the best of luck, Agent Hill."_

Maria nodded to him. "Thank you for your time, Mr. President."

The screen faded away, and all Maria Hill could see was the man standing several yards in front of her, staring into the blinding clouds and endless blue sky. Below her, agents bustled about to and fro, speaking to the search parties beneath, laying coordinates, asking if there was anything alive down there. The dreaded silence on some ends of the comms was almost enough to push Maria over the edge. She held strong, though, and approached the man's side.

She remained silent for quite some time, noticing that his stare was centered completely on the skies and nowhere near her. Hill cleared her throat, earning the man's attention for the time given. She crossed her arms, asking, "Status report, or did you hear all of that?"

Nick Fury _did_ hear all of it. Before he could answer, Hill took the moment to study his facial features. Just like her, like a mirror image of every other agent surrounding them, Fury looked absolutely exhausted, at a loss for life. She expected as much. None of them got much sleep since…

He asked, "I suppose Colonel Rhodes hasn't found anyone yet?"

"Not yet, Director," Maria replied, approaching an open computer console—surprisingly she found one that wasn't taken—and began observing the recent findings. "Lifeboats are still scanning the waves…but nothing concrete."

Director Fury exhaled through his nose, watching the sun dip lower and lower. "Well, we keep searching…and find them," he explained. Hill turned his way, watching his palms intertwine behind his back. "Tell those boys back in Congress to kiss the blackest part of my ass."

"We're not ready for a full-scale war, Director Fury," Hill chuckled, trying to ease the mood and failing at doing just that.

Fury didn't chuckle with her. He didn't do much of anything. He just stared into the falling sunset, watching Colonel Rhodes' exhaust trail fly across the Helicarrier.

"Well then…we keep searching," Fury stated, his voice drowsy, lost even.

Hill caught on quickly, stopping in her actions and backing away from the computer. She turned to face the weary man, a soothing gentleness both in her eyes and tone. She began. "Listen…Nick…" already treading on thin ice, "I'm sorry, but…there isn't any way they can still be alive. I…I-I don't want it to be true but…"

"But you have to face facts," Fury finished for her, breaking off his eye contact with the sunset to turn her way. He said, "We came this close to total annihilation. Now…" he paused, returning to the sunset, "…we're still here…for one reason. Because of _them_. And if _anyone_ thinks differently…"

"I'll personally send them a request to kiss the blackest part of your ass," Hill said, smiling up at him. Fury managed a weak, but very sad smile of his own. The sadness was consuming, ever-growing, and it overtook the Director's features faster than he knew.

The clouds cleared, revealing the beauty of Sokovia. The lush forests stretching for miles on end. The towering peaks pockmarking the landscape. The strength of the sunset painting the land in a gorgeous orange blossom.

The crater where Novi Grad once laid.

The remains of the city…scattered.

He saw it all. The crater. He said, "And here I believed those bastards could get through anything."

Hill turned to the direction he was facing, spotting the remains of the once populous city now just a hole in the Earth's surface. She looked away, taking a short gasp, and licking her lips that suddenly became dry. He began to speak once again, and she faced him to hear what he had to say.

Nick Fury looked away from the sunset for once, staring at the floor recently cleaned after the incident with one of Ultron's suicide bots.

He turned around, preparing his exit from the bridge. "Well, it's an old-fashioned notion."

Maria Hill contemplated, then ignored the doubts, and reached forward to place her hand on the man's shoulder to stop him.

"Nick—"

Turns out, she didn't even need to.

A heavy tremor rocked across the entirety of the Helicarrier's bridge, knocking over several agents. Both Hill and Fury steadied themselves, scanning the computers, the glass window, searching for any signs of a threat. Hill tapped away at the nearest computer console, finding no such threat. Fury appeared by her side, steadying himself against a nearby console.

And then it stopped.

And then what sounded vaguely like…_thunder_ came rolling by. Shaking everyone's bones, electrifying everyone's skin.

Of course, even with Fury scanning the skylines, he couldn't prepare himself for the tower of golden sunlight showering right through the roof and landing within the bridge. Numerous agents fell backwards, covering their eyes or drawing their weapons. Fury held out his hand to them, using the other to shield his eyesight from the light.

Through the plethora of colors ranging from almost every color of the rainbow, the blinding light finally began to fade, leaving just three figures standing within the smoke. Again, Fury addressed the agents now fully standing, fully loaded, and ready to fire on the intruder.

"Hold your fire!" Director Fury ordered, his hand held out to the agents, the other now lowering down to his pistol. Just in case.

He eyed the three figures cautiously, waiting for a call, waiting for any sort of movement, any response. When he received none, Fury and Hill were the first to step forward, Hill with her pistol lowered and Fury with his at the ready. The remaining agents slowly moved in, waiting for their superiors to give the order when the time called for it.

Both Fury and Hill held their ground about ten feet away. They stopped the moment the smoke had settled and the three figures finally began walking forward.

The entirety of the Helicarrier's bridge lowered their weapons, but dared not put them away. Hill controlled her breathing, her pistol only remaining in one hand. Nick Fury never moved; his hand was still at the ready. He waited, watched as an elderly man wielding a golden staff stepped forward.

The elderly man was covered in armor shockingly similar to that of a certain "God of Thunder" Fury knew personally. His flowing, white hair was joined only by his snow-colored beard, all leading up to the scars and golden patch covering his right eye. He was joined by two soldiers that looked like they belonged in a Greek display at the museum, a spear in each hand, a shield in the other.

Together, all three walked forward a few feet before stopping. The soldiers, that is. The elderly man continued on, approaching Director Fury slowly, cautiously. Fury could do the same, eyeing the man with each step he took, waiting for some kind of response. Something. _Any_thing.

Finally, the man stopped just four feet away from Director Fury. He looked around, scanning the Helicarrier's interior design, the agents accompanying it, and the man leading it. His presence alone offered some sort of righteous authority. It was a strange, mystic power that each agent could feel. Maria especially, who had long since placed her pistol back into its holster.

It felt like days before anyone could say anything. For Maria, she felt like she could stare into the mysterious eye of the elderly man, seeing tales of untold heroism, of unimaginable adventures, of great, powerful leadership. Unfortunately, Director Fury hadn't held the same feelings of wonder as his fellow associate.

He couldn't. His instincts told him otherwise. Even after the elderly man offered a smile to Fury, loosening the grip he held on his golden spear. Fury didn't smile back. His hand remained on his pistol. Always ready. Always cautious. Never relaxed.

Even as he spoke.

Even as he smiled to Nick Fury and said:

"It is an honor to finally be speaking with you…eye to eye."

Fury never lowered his guard. He asked, "What do you want?"

"The same thing you do," Odin said, his smile finally fading. "Your allies are alive, as is my son."


	41. Words Are Over

Wanda wished they wouldn't stare.

She hated it when they did. Looked at her, questioning and sometimes angry eyes turning her way, judging her based on first glances, not actions. It's what her and her older brother strived to accomplish back home in Sokovia, make a name for themselves, give clothes, food, medicine to those who needed it. Show others how helpful they could be.

Yes, her brother did steal a lot of those supplies, but it was for the greater good. He promised he would never get caught…or shot for that matter. Sometimes she wished she could believe him, let him fight his own battles. For the greater good. Like the Avengers wanted them to. Did that mean she forgave them?

She didn't know. It would take some time, but for now she just didn't know. For now, Wanda just wished they wouldn't stare. Only could they stare when she and her brother showed how much good they were capable of. Maybe then others would judge them on their actions.

Wanda flashed a piercing, red gaze over to a group of bystanders ogling her. The mares and stallions all flinched, scurrying away, whispering words of judgment on the Sokovian girl. Not the best first impression she wanted, but she could care less. It got rid of the bystanders. That's all she really wanted.

"Wanda."

The commanding voice caught Maximoff at a standstill, the color in her eyes cooling down. She turned to her right, flinching from the blinding, morning sunlight and onto the towering shadow of a man staring at her with eyes full of worry. Eyes full of questioning. She saw that often. Especially ever since Strucker would…

"Are you okay?" Captain America asked. He didn't reach out to place his hand on her shoulder. She probably still needed some space. He didn't blame her.

Without verbally answering, Wanda glanced quickly at her enemy-turned-ally and nodded once.

He nodded back, turning his head around once a new voice appeared from behind him. Natasha appeared out of the blinding sunlight, smiling up at the Captain as she stopped.

"Train's leaving pretty soon," Natasha addressed, facing Wanda. She looked away once the Widow tried to stare into her eyes. She paid it no heed, facing the Captain with another smile. "Get those elderly legs of yours on the train, soldier. On the double."

Rogers couldn't hold back a smile. "You know what, Romanoff…"

"Captain Rogers! Agent Romanoff! Miss Maximoff!"

All three spun to the left, passed the lingering houses that shortened in numbers as the Ponyville train station appeared at the end of the road. There, the remaining Avengers; Stark, Barton, Thor, Banner, and Vision were piling into the girlish-colored train, white clouds erupting from its smokestack. With them were the mares that were kind enough to take them in on the very first day they arrived. The same couldn't be said for Wanda. Her stone-hard gaze remained the same as it had since she woke up.

Princess Twilight was waving them down, flying awkwardly above the rest of her friends. Pinkie Pie was hopping nonstop, shouting words filled to the brim with excitement every two seconds. Rarity and Applejack were constantly checking their packs, mostly Rarity while Applejack just rolled her eyes in amusement. Fluttershy and Rainbow Dash were both staring up at their royal friend, Dash snickering upon noticing Twilight's awkward flight pattern.

Still, seeing her wave them over brought yet another smile on the Captain's face, a tiny sigh escaping his form. He turned back to the girls surrounding him, saying, "Well, we better get going. Time waits for no one." He looked to Wanda, offering a knowing grin. "Trust me, I know."

She didn't smile back. She watched as the two casually strolled past her. Even then, she could hear what they were saying when they casually strolled to the train. It mattered little to the witch.

"She still didn't give me back my jacket," Natasha stated, loud enough for Wanda to hear.

Captain Rogers chuckled. "You look fine without it."

"Always a gentleman."

"I try my best."

The Sokovian girl watched them until they approached the equines, plenty of laughter and exchanges offered between the two species. The relationship the Avengers had with the ponies was daunting, something Wanda couldn't seem to get off her chest. How anyone could make friends with a bunch of aliens…

A gust of wind flashed by, stopping on her opposite side. Wanda was actually relieved to see it was her brother.

Pietro leaned forward, pressing his palm onto her shoulder. "Gonna be late; come on," he mumbled. Wanda stared into his eyes, passed the adrenaline practically pouring out of his essence and onto the brother she knew, the one that would never leave her side. Just like all those years ago. Just like a few days ago.

She exhaled, nodding to him. With that, the two walked side by side all the way to the train station, right past Twilight Sparkle and into the train car. They offered no glances, possibly too focused on the train they were entering…and the not-so fond memories they've had dealing with trains.

As for Twilight, she could hardly contain an excited grin.

Even as she entered the train—the conductor closing the doors and sounding off the journey to Canterlot—Twilight desperately thought of just what else the Princesses would want other than to speak with the new Avengers. Perhaps some news on the state of Griffonstone had arrived, or maybe Ultron's whereabouts had surfaced. Whatever the case, she had plenty of time to think about it on the two hour train ride.

She entered the car where the Avengers and her friends commandeered. Stark and Banner sat together, talking in words only Twilight would understand and would leave ponies like Rainbow and Pinkie scratching their heads. Steve and Thor shared a seat while Natasha and Barton sat together behind them.

Then there were her friends. Applejack and Rarity shared a seat together, Rainbow and Fluttershy doing the same. Pinkie was currently annoying a certain Maximoff twin, looking anywhere except where the pink mare's face was. Twilight looked over to Wanda Maximoff…and then immediately turned to the last open seat.

One current space open with Vision.

Last night was a scientific phenomenon, for Twilight especially. Not only did she get to explore further into what made the Vision function, but she even learned more about the so-called "Mind Stone", one of the six "Infinity Stones". Both Banner and Stark had little knowledge on the stones, but the most they could tell her—surprisingly enough, they allowed her to know—was that they were cosmic weapons of mass destruction, could be used for good, evil, power, pretty much anything.

What did that mean for Twilight? Well, it meant surely that there was a universe out there much larger than she could ever have expected. Larger than Equus, Earth, and any other dimension she could imagine. It was limitless, vast, worlds upon worlds ready for exploration, millions of different alien species ready to be discovered. A journey unlike any other. A journey for another time.

Twilight politely cleared her throat, well earning Vision's attention. He slowly turned her way, a curious gaze centered on the fumbling Alicorn.

She nervously smiled to him, asking, "You don't mind if I sit with you, do you?"

Vision took a few seconds before he responded, closing his eyes and lowering his head to her. Twilight, unfortunately, didn't catch on.

"Um," she muttered, "is that a…yes, or a—?"

"Please sit," Vision specified.

Giggling nervously and clearing her throat just after, Twilight hopped up into the open seat next to Vision. As she adjusted herself comfortably, she took the time she had to study the android sitting next to her quite carefully. His light gray and red skin, upon further investigation last night revealing it to be some sort of organic and inorganic material, a curious mixture between the two. Yet it worked so well, giving Vision practically impenetrable skin. Her further intrusion on the Mind Stone also proved fruitful. Stark and Banner were telling the truth—surprisingly enough—and the stone did, in fact, act as the main power source for Vision's body. Without it…

Well, Twilight didn't wish to think too much on the dreadful subject. Neither did anyone else for that matter. It just frightened her to see the stone growing dimmer as the hours passed, despite all the help Stark and Banner had provided for the Vision.

Snapping her mind away from such thoughts, Twilight returned her attention to Vision's facial features. His eyes, to be precise. The way they stared straight ahead, cautious movements every second or so, it gave Twilight the impression that there was more to his eyes than the synthetic had provided. She hadn't truly seen them last night, not as much as she had now. It gave her the impression that she was not sitting with some designed product of Ultron's twisted delusion.

Maybe he was something more, something that could be learned from far beyond that of simple scientific study.

Perhaps she could find out just that.

Clearing her throat to gain his attention, and successfully doing just that, Twilight smiled up to the Vision, saying, "So, I know we've been studying quite a lot last night, but…I was wondering…"

"You'd like to see inside my head?" he replied, twisting his eyes away from the Alicorn and back.

The train lurched forward, causing Twilight to shift slightly in her seat. "Well, yes, but more than that. I want to see the real you. The real Vision." He turned away. Twilight gulped nervously, fearing she lost him. "If that's okay with you, of course. I don't want to pressure you into talking about something you'd rather forget."

Vision slowly looked over to his right, staring at the peaceful village disappear from his field of view. As the town vanished, the sun appeared, all of its brightness and glory shining through the window, its warmth showering down on Vision's face.

"I would rather not…" he finally replied. Twilight's ears slowly folded back. "…forget, that is."

She perked up, watching his movements carefully, her ears at the ready. His shadow cascaded over her form, his head slowly facing forward once more. The chatter amongst Twilight's friends and the remaining Avengers were low, or Twilight simply didn't pay them too much attention. She was far too focused on what the android would say, what his response would be, and how he would say it.

"I saw annihilation."

Very surprising, Twilight thought. She listened closely.

"Nothing more. Nothing less. It was as if a wave of unimaginable pain and suffering that could never be cleansed filled my mind, and yet I had no control. I waited for it to end, to let that pain wash through and disappear. For the longest time it did not, and for the longest time I believed it was what I was destined to become. A weapon. A monster."

Vision looked down to his red palms, opening and closing them. Twilight watched, too.

"But then…" he continued, still staring at his hands, "…something miraculous happened. I saw something else. Not annihilation, but something…different."

"What did you see?" the princess asked.

He turned her way, his synthetic eyes holding more human in them than she had seen.

"Hope," he answered. Twilight's mouth fell only slightly. "Hope for a better world. Hope for humanity. Once that hope filled my mind…I felt truly…unique. Complete, even. The pain and suffering are no more. I no longer see annihilation. I see what humanity is truly capable of, despite the failures. I see their happiness, their sadness, their anger, their fear."

Vision smiled slightly at the Alicorn.

"I see that in all of you, too. And there is nothing wrong with that."

She slowly nodded her head in understanding, drinking in and absorbing Vision's words carefully. However, that could continue another time, for Vision resumed talking, addressing her forwardly.

"Now then…perhaps I could see a little bit more?" he requested, lowering his head to her.

Twilight slowly began to smile.

"Of course," she calmly began, leaning back into her seat and exhaling softly. She ruffled her wings together, memories rekindling in her mind. "I guess it all began one day after I re-read the legend of Nightmare Moon for the seventh time…"

"We really need to stop meeting like this."

The first words to leave Tony Stark's lips the moment he entered the Canterlot Archives, being greeted by the two Royal Sisters. Alone. There was nopony else.

As the guards shut the doors behind them, securing Twilight and her friends including the nine Avengers ranging from Tony Stark, Captain America, Thor, Doctor Banner, Clint Barton, Natasha Romanoff, Pietro and Wanda Maximoff, and Vision within the archives, they all approached the lone sisters standing beneath the large hourglass resting in the center of the room.

Both Celestia and Luna turned their attention away from the hourglass and onto their visitors. The two were especially interested on the three they did not recognize, the three that stared at them curiously and somewhat hypnotically. Whatever is the case, Celestia and Luna faced forward, bowing their heads upon their arrival.

"I would appreciate nothing more than to have a nice discussion with Equestria's extraterrestrial visitors…when the fate of our world _doesn't_ hang in the balance," Celestia replied, no hint of emotion in her tone, no smiling. She expected them not to be as careful with her and her sister as of currently. Especially after what they discovered. Hidden for so long.

Stark caught on, showing no emotion in his stare, in his features or body language. When he stopped, the Captain pushed forward, stopping just a few feet ahead of him. As for the others, the Avengers only, they stopped behind him, watching as the mares continued on. Twilight moved past both Stark and Rogers and gave a quick hug to both Celestia and Luna.

Tony shook his head, eyeing the sisters cautiously. "So why _did_ you want us to come here, huh? Surely it can't be _just_ to meet the rest of our team."

"Unless it has something to do with Ultron," Steve carried on, sharing the sole intention of staring into both sisters' eyes, studying them, "then we need to make this fast. There's no telling what he's planning next."

Upon said revelation by the Captain, Celestia turned to her younger sister, Twilight following her actions. Luna's eyes shifted downwards, her movement pushing her forward, a few feet in front of the Captain. She said, "We believe, Captain, we have discovered just that. But first…"

Ignoring Captain Rogers' pleading stare for the time being, Luna brought her attention over to three she had yet to address, who she had yet to greet. She offered no smile, but still placed a hoof across her heart. "We are Princess Luna, ruler of the night and co-ruler of Equestria."

Celestia took a step forward, bowing her head to Vision, Pietro, and Wanda. "I am Princess Celestia, bringer of the morning sun and co-ruler of Equestria. It is an honor to be meeting all of you."

"The same could be said," Vision stated, bowing his head as well. He stared into the Alicorns' eyes, shifting between the two. "I have heard much about you two from my allies."

Celestia and Luna slowly turned to the Captain. Celestia sighed. "Were they…what we expected?"

The Vision sighed as well. "Mixed."

Pietro looked away, staring at anything except the two sisters. "Yeah," he muttered.

Wanda did not say anything. She just stared at the two Alicorn sisters. Silently. Judgingly.

The judging and dreadful silence was ongoing, seemingly never able to stop, until the Captain stepped forward, captured everypony's attention, and said, "Princess Luna. You were saying…"

Ignoring her sister's glance, as well as the obvious eyes of Princess Twilight staring into her backside, Princess Luna stared straight into the Captain's eyes, then pushed away from him and addressed the other Avengers. "Some recent information has emerged. We now know what Ultron is planning, and it is far worse than anything we could ever have been prepared for."

Clint and Natasha shared a quick, but worried glance. Stark caught his breath, ready for the news. Steve pushed onwards, his fists clenching. "Tell us now. We need to end this before it spirals out of control."

Now, Princess Luna seemed to have lost her train of thought, catching her tongue and turning back to her older sister for support. Twilight followed Luna's actions, staring up at Celestia with curious eyes, desperate to learn of Ultron's intentions. As for Celestia, the uncertainty in her gaze lingered like a vulture over the remains of a fallen beast, searching for an answer, for some sort of reply.

Then, she opened her right wing and said, "Perhaps it would be better worded if…_she_ told you…"

Everyone followed the direction the Princess of the Sun had pointed to, staring straight into the shadow-covered hallway of the archives. The shadows broke away, revealing a pale, pink hoof stepping out of the darkness and entering what little light shined down upon the group. The hoof led to the body, to the neck, and finally to the face, the blue irises staring at a certain Princess of Friendship.

Starlight Glimmer offered a mysterious smile, ignoring the gasps amongst the six mares. She stared straight ahead, straight into the eyes of Twilight Sparkle. She said, "Hello…_Princess_ Twilight."

Twilight's jaw almost broke off with how far it dropped. Her eyes expanded to a size they had never reached before. Celestia, unbeknownst to the actions behind her, turned to the unicorn and said, "I believe you have already been acquainted with Miss Starlight—?"

She never could react quickly enough to the actions of the mighty God of Thunder stomping past her. Nor could Starlight react properly when that god's hand shot down, wrapping around her throat and lifting her high above the ground.

With Mjølnir held tight in his left palm, a feral growl building at the bottom of his throat, Thor glared at the unicorn in his grasp, muttering, "Oh, we have been _well_ acquainted."


	42. The Demon Sitiuation

"Thor! Stand down!" Captain America bellowed, ready to reach back and clasp onto his shield if the situation called for it. The rest of his team stood behind him, watching the scene unfold before their very eyes.

Thankfully, and with the eyes of the two sisters digging into his backside, Thor relaxed his grip around the unicorn's throat and dropped her. Starlight fell with a solid _thump_, her rump cushioning her fall. That didn't mean it hadn't hurt.

"Thanks," Starlight grumbled, slowly shaking on her hooves to stand back up. She rubbed her flank, wincing a tad. "Are you going to let me say what I came to say now, or is your overgrown ape going to threaten me again?"

Thor didn't take too kindly to the sudden insult. He took a mighty step forward, stopped only by the Captain's hand pressed hard against his shoulder, keeping him still, holding him back. As for Captain Rogers, he hadn't stopped. He pushed forward, past Odinson and stood merely feet in front of the pale pink unicorn.

Rogers hadn't cooled his stare. It burned bright, straight down at the unicorn staring up at him with mixtures of annoyance and worry. The Captain said, "I wouldn't act so smart if I were you. You have one minute to explain yourself or I'll let him finish what he started."

Taken quickly aback, Starlight blinked cautiously to each Avenger, shifting her eyes to their angered stares, their fuming eyes. She expected as much, even after all she's done. She then brought her attention to Princess Twilight. She and her friends were standing together, clustered, their expressions mirroring that of the nine extraterrestrial visitors.

She then turned to Celestia, then Luna. The eldest nodded to her, her expression as stone.

Starlight gulped and licked her lips. One minute was all she needed.

"Thirty seconds," Steve warned.

_Buck._

"Okay, look," Starlight began, her hoof held out, black eye throbbing in pain. She ignored it, continuing on. "I understand why you're all mad, why you're all so upset. It doesn't take a genius to realize what I did was a mistake. Even _I_ know that now. And I _know_ you don't want to; I know you want to throw me in the dungeons or make me pay or whatever other punishment you think is fair, but please…listen when I say that you _have_ to trust me."

"Ten seconds."

The Captain began to lift up his right arm, reaching for his shield. Thor gripped Mjølnir even tighter. Twilight and her friends slowly began to build cautious and heavy frowns after hearing that simple word: Trust. She knew it would be difficult, far more difficult than anything she had encountered thus far. But if she could convince them, _them_ of all ponies, then maybe there was still a chance left. Still a chance to stop Ultron.

Twilight's unsure eyes dug deeper and deeper into Starlight's own. The unicorn's heart pushed against her chest.

She said, "This goes beyond me. It goes beyond me, Twilight, or even the Princesses, because I know what Ultron is planning. I know now that his previous attack was not out of aggression…but was a mission. _His_ mission."

And just like that, thankfully for those carefully chosen words, the Avengers froze in place. Steve Rogers lowered his arm, his steady gaze held with the unicorn's. She held that stare, only breaking off the moment Twilight moved past the Captain's legs, approaching her carefully.

Slowly, vigilant, the violet Alicorn asked, "What is his mission?"

"Peace in our time."

Everyone, everypony included, turned back to Hawkeye, Clint Barton, as he breathed those words out, finding every word difficult to process and explain. But it was there, left in the open for the others to absorb and understand. Tony Stark looked away, his heartbeat increasing slightly as a haunting chill raced across his soul.

Starlight Glimmer nodded. The others turned back to her.

"Ever since his attack in Griffonstone, I've known what he's been after," Starlight explained, glancing to Celestia and then back to Captain America, to Twilight and then to the others. "He's stolen a single piece of ancient griffon currency: the golden obol. Without it his mission wouldn't be accomplished. With it…it spells certain doom for Equestria."

"Just tell us where he _is_," Thor interrupted, catching some curious glances here and there, ultimately acquiring Starlight's focus. "We will put a stop to him the moment you give us his location."

Starlight's brow furrowed slightly, confusion building in her gaze. Slowly, she looked to the Captain, her mouth falling open to offer a question, yet she caught herself, taken aback by a short breath. She concealed it, though, and asked, "You're telling me you have no idea where he is?"

The Captain's eyes were as hard as any stone. "That's exactly what we're telling you."

Starlight looked around to the remaining Avengers, noting how none of them said a word. Not even Tony came up with a remark. It was unnerving, but she expected as much. She never caught the disgruntled frown grow across Rainbow's features, her angry eyes centered on the back of Pinkie's head.

The unicorn sighed. "When I was still in Griffonstone, I found what Ultron stole from me scattered all across the throne room. All of my studies. Books, maps, history, legends… Everything. I…" she caught herself, composing herself once more. "They all pointed to one thing in particular, one place. His armies are headed southeast, to the Dragons Lair."

Both Pietro and Wanda shivered at the word "dragon", recent memories of them fending off such a creature returning. Twilight caught her breath, but remained steady. Her friends were silent save for a few cautious breaths taken. The Vision, out of all the others, was the one to step forward and ask the big question, the one building in everyone's mind.

All except for Celestia and Luna, of course.

His cape flowing as he walked, Vision looked to the small unicorn and asked, "What exactly would Ultron want in the Dragons Lair?"

"From what the maps and books that Ultron has been reading has told me…" Starlight sucked in some air, releasing a shiver from her exhale, "and his recent finding of the golden obol, it would appear that he is searching for the legendary cave of 'Charonium'. There, he'll pay Charon the obol in order to travel to the Underworld and ultimately Tartarus."

Starlight closed her eyes, well, eye considering the other was swollen and black. She exhaled greatly, leaning on a nearby shelf of scrolls for support. The silence continued on, filling the air like a virus, a virus no one wanted but couldn't get rid of.

It had been so long. She was so very tired, Starlight was. The last she truly slept was when she was still in her town, in the hospital, having recently awoken to a start and realizing she might already be too late. The constant hours of searching, of finally discovering Ultron's whereabouts in Griffonstone, it had taken a toll on Starlight, but she pushed on, confident of finding him and putting a stop to his plans of total annihilation.

The moment she set hoof in the throne room, she almost let the exhaustion and weariness take her away, let her fall down and succumb to the rest her body so desperately desired. But she knew better. The world was resting on her decisions, and she chose to listen to a murderer. Not anymore. She had to protect her world from his aggression. She knew she was the only one who could prevent such destruction. She knew…

That's why she went to the Princesses. That's why she practically gave herself up to them. That's why she told them everything they needed to know.

Because she was just so very tired.

Tired of her journey.

Tired of Ultron.

Tired of—

"Why should we trust you?"

Startled, but not so much as she expected such a question, Starlight brought her head up, slowly turning it to the left where her eyes landed on the stubborn Pegasus. Rainbow Dash was grounded, her fiery glare building by the second. Starlight readied herself for the wrath to come, ready to explain herself.

She nearly lost it at what the Pegasus said.

"Unless you've already forgotten, it was _your_ fault for having brought Ultron to Canterlot," Rainbow began, slow and steady, beginning her buildup, unleashing her anger and aggression. "It's _your_ fault that he discovered what he did! It's _your_ fault that he wants to destroy Equestria! None of this would have ever happened if you had just stayed in your little cave and starved!"

Already, Rainbow's friends stepped up to stop her in her path, saying her words were far too hostile. She ignored them, as did Starlight, who slowly began to focus her only good eye on the Pegasus, a certain emotion boiling inside of her, one she hadn't felt for quite some time.

Starlight looked away, quickly shaking her head. "I don't forget…" she breathed, closing her eyes. That raw, unhinged emotion was erupting, releasing its power for Glimmer to take.

She opened her eyes, a blistering flame burning in her irises. "I don't forget…you…you _bastards_!" Starlight screamed, facing Rainbow's blazing glare with her own. The remainder of Rainbow's friends surrounded the Pegasus, now turning their attention to the pink unicorn.

"Don't you _dare_ try and blame me for all of this, when it was _you_," she jabbed her hoof at Twilight, causing the Alicorn to flinch, "and your 'friends' who took away _everything_ that I built! You wanna blame somepony so badly?! Why don't you just go and blame your_selves_!"

Normally, Twilight wasn't too offended by Starlight's tone, but Rainbow Dash wasn't having any of it. She spread her wings, pushed Rarity and Applejack away from her, and hovered a good three or so feet in the air, glaring down at Glimmer. "Why you little—!"

She took off, fully intending on ramming Starlight. However, she felt a tight pinch from her behind, stopping her mid-flight. Annoyed beyond reason, Rainbow spun her neck around and was ready to tell Applejack off, only to see the white palm gripping her tail and yanking her back.

Thankfully, Rainbow was caught by her friends. Thankfully, Thor didn't throw her too hard. That, of course, didn't protect her from the God of Thunder's fury for long.

"We have neither the time nor patience for this!" Thor shouted, his voice like thunder in the small archives. From where she sat in Twilight's arms, Rainbow could see the veins swelling against Thor's forehead, the sweat slowly building against his brow.

He was worried. He was on edge. They were close to finding and stopping Ultron.

And just like that, Rainbow Dash's anger vanished, her frown disappearing once reality yanked her down and brought her to earth. There were far more important issues to deal with, and she wasted what little time they had bickering like old mares.

Starlight, however, hadn't changed. She still glared at Rainbow Dash. Well, more so to Twilight than any other pony present.

Celestia's cooling, yet agitated tone finally broke through the tension. "Agreed. Starlight, Rainbow," she stated, her glare burning hard against the two ponies. "There is much to be done, and we cannot argue any more than you both want to."

Starlight snorted, smirking at Rainbow's expression and how shocked she looked.

"But that doesn't discredit Rainbow Dash and her input."

Now shocked as well, Starlight turned to Celestia, eyes demanding some sort of explanation from the solar princess. Celestia turned to her, her eyes ablaze but slowly beginning to cool down to reasonable temperatures.

She said calmly, "They would wish to know, Starlight…why indeed should they trust you?"

The longer she stared into Celestia's gaze the more she began to realize the words she meant. Her shock and anger began to lessen as the seconds ticked away, the seconds that could have been used to stop Ultron's plans from further developing. In that coolness, Starlight came to the thought she would have to cross at one point. The moment she knew she entered the Princesses' throne room she knew she would have to cross this bridge.

Give them a reason.

Why should they trust her…after all that she's done?

_Why?_

"Because I can't stand being abandoned."

She felt the silence. Felt it melting against her, the eyes of her enemies, now hopefully allies, remaining on her shivering form. No time for weakness. No time for crying. Never time for such childish things. She needed to continue on. She needed to _tell them_.

So, Starlight sighed and began. "Ever since I—" she paused, beginning again. "Ever since I was a filly, I couldn't stand the thought of being alone, being forgotten. I made a name for myself in my little village. I had _friends_! But then…then they turned away from me…and _abandoned_ me!

"I never wanted to experience that pain again! When _he_ came to me, when Ultron said we can change the world for the better, I believed him. I believed every word he told me…more so than I had ever done before. Not just because he said he can get me my life back…but because he would do so as a sign of _true_ friendship."

She stopped, catching her breath. She blinked several times, keeping the tears in with every shred of willpower that she had. Twilight caught the sign, her ears lowering in sorrow.

Starlight continued, beginning with a slight quiver in her voice. "H-he said he was my friend. He gives me what I want, I give him what he wants. I wanted to go home…so did he. I believed then that we were one in the same. We faced the same challenges, experienced the same failures, and suffered the same pain… I just…I just believed him."

Turning her eyes down, Starlight sniffled hard, wiping her nose with a foreleg. A painful tug at Twilight's heart yearned for the Alicorn to take action, to comfort her enemy, but she had no time. Starlight brought up her head again, her uninjured eye burning red.

"But I'm nothing like him," Starlight growled, her voice hurt, but holding a power of some sort. "He wants total annihilation, I don't. He wants to destroy both Equus and Earth, I _don't_! You want a reason to believe me? Well, believe me when I say that I made a mistake and suffered for it! I…"

She tightened her jaw, a tear finally slipping down her cheek.

"He abandoned me the moment I said no. He stepped away and shattered the false _friendship_ I thought we had and is now out there trying to destroy not only mine, but our world! You don't have to trust me, I don't _expect_ you to trust _me_, but trust that I say that Ultron is relentless in his mission, and he won't stop until everything…is dead."

That was her answer, as genuine and heartfelt as she could have ever offered.

Taking her time to compose herself, Starlight looked to Celestia, who nodded in approval. She then turned to the Avengers, each one of them holding an indifferent expression stitched on their faces. It wasn't helping, neither were the expressions of any of Twilight's friends. They still appeared skeptical, unwilling to open up and accept the mare's confessions. Starlight now began to worry, thinking they would never believe her. She even added the tear, whether it was intentional or not.

Then, she heard: "I believe you."

Once more, all eyes in the room shifted to the red android, his sympathetic eyes held with the unicorn's for the longest moments. She stared up at him, looks of confusion and shock rolling through her eyes.

He smiled and said, "It takes great courage to be in the position you are now. Despite all of your failures, everything you've suffered, you're still here, still fighting for what's truly just. I'm honored to say that I feel…relieved to know we had you to thank for giving us this valuable information, and I'm proud of you to step forward and try in all your power to stop Ultron's mission."

For the first time in a long time, Starlight felt that genuine smile make its way onto her lips. It was the type of smile she hadn't felt since she first encountered Ultron, and how his lies pestered her so. The thought of Ultron brought forth another issue she had, the smile on her face disappearing.

Starlight sighed. "Of course…his mission would be hindered if I hadn't allowed him to ransack my cottage of all my books. We'd have so much more time… He wouldn't have been able to discover the legend behind the ancient texts if I…"

Another sigh, this one much longer and more drawn out. Starlight shut her only eye that remained open, her head lowering slightly.

Bruce Banner sighed as well, earning him a few eyes here and there. He said, "Once you learn to read, you will be forever free."

A clear, yet haunting indication to Ultron and his mission, which brought the group back to the task at hand, and Pinkie back to her train of thought.

While the train traveled from one end of Pinkie's nearly limitless mind to the next, Natasha Romanoff quickly brought back the main concern they were all still faced with. "So Ultron's heading to…Tartarus," Natasha began, turning to the two sisters. They nodded. Natasha sighed. "Great. Must be this world's equivalent to Hell. The real question is what he's going to do when he gets there?"

Before Starlight could open her mouth to answer, or before Captain America could argue and say they were going to stop him before he did just that, Pinkie Pie nearly exploded. She bounced around the room, finally stopping in front of Twilight.

"Hey, hey, hey! I got it! Twilight here went to Tartarus before to take Cerberus back home that one time!" Pinkie exclaimed, pointing her pink hoof right into Twilight's mouth, earning the Alicorn more attention than she wanted.

Pulling her hoof out, Pinkie continued, jumping around Twilight and simultaneously asking, "Do ya remember that, Twi? Do ya? Do ya? Do ya? Do y—?"

A purple aura caught the mare's body, holding her in place a foot above the ground.

"Pinkie, I—!" Twilight began, catching herself when she noticed how loud she had become. She turned around, noticing all eyes on her, some worried, some interested. She blushed lightly, smiling nervously and placing Pinkie back on the ground.

"Well, yes, I did, but," she coughed, a blush still present, "I never really…_did_ get to go _into_ Tartarus. All I really did was get Cerberus to the Badlands and…he pretty much knew the rest of the way there. I followed him, hoping to see if he got in safely, and…only he was able to activate the gates."

Twilight's mind replayed the memory, painting a perfect picture with her descriptions. "When the mountainside opened up, he entered the gates. The moment he did…they closed…and the mountain went back to looking as it ever did. Ominous. Dark. When I stepped forward, nothing happened."

"That is because the gates of Tartarus will not open for mortals," Luna explained, capturing the spotlight that once shone on Twilight. She said, "They will only respond to the gatekeeper, which is Cerberus. It is to keep out any unwanted visitors, and it is why my sister and I can only transport foul beasts using dark magic."

"That's why Ultron can't go to the Badlands," Starlight took over. "It's literally impossible to enter the gates that way."

The pieces of the puzzle began to put themselves together, racking everyone's brains until they were finally on the same point, trapped on the last empty section. The Vision said, "So Ultron is already on his way to Charonium, and that way he'll be able to enter Tartarus. What then…?"

He looked around to his fellow Avengers, to Twilight and her friends, to the two sisters, and finally to Starlight. "What is Ultron trying to accomplish from this?" the synthetic asked.

"Open the gates from the inside, obviously."

Everyone looked over expecting the same thing, getting the same thing, and staring silently at the same thing. Tony Stark looked around, noticing everyone's eyes on him, to which he responded with a sigh and shake of his head.

"It's what I would do if I were him," he mumbled, not quite sure what to think of his own statement.

Twilight Sparkle, seemingly lost in Tony's choice of words, finally let the pieces slowly put themselves together. Her eyes grew wide, a terrified inhale heard only by the young Alicorn princess.

As for Starlight Glimmer—once more taking over the conversation—she slowly shook her head, capturing even Stark's interests. He saw the dread slowly creep into her eyes, filling the pain she once felt with fear and anxiety.

"He's not going to open the gates of Tartarus," Starlight muttered fearfully, facing Captain America. "He's going to eradicate them and unleash utter hell upon the world."

"Utter hell…"

Starlight, Steve Rogers, Tony Stark, and practically everyone else shifted their attention to Twilight, surprised to hear her curse of all ponies. And when she looked at them, brought up her sullen gaze lost behind layers upon layers of horror and darkness nopony had ever seen from her, she could hardly breathe.

She could hardly talk, but when she did, everypony—even Celestia and Luna—felt their hearts freeze over, letting fear and foreboding finally consume them.

"…Tirek."


	43. One Gold Obol, One Trip to Hell

Fluttershy wasn't afraid of _all_ dragons.

Spike, for instance, was a dragon, and her friend. He was small, chubby, adorable in all the right ways, and didn't stand 500 feet taller than her. Nor did he breathe fire that seemed to stretch for miles. Nor did he have wings, once spread cascaded a shadow darker than any other of Fluttershy's pent-up fears.

Spike was perfect. She wasn't afraid of Spike. She wasn't afraid of _all_ dragons.

Just the massive, terrifying, fire-breathing, evil dragons. Just like the one tearing right past the flying carriage she sat in.

Screaming in fear, the Pegasus shut her eyes, her wings covering her head and face as if it were some kind of shield, a shield that could never protect her. She fell back into Clint's lap, shivering as the Hawk stared down at her.

Barton shook his head, placing his palm on her shoulder to calm her down.

"Come on; you're fine," Clint told her, looking anywhere except her teary eyes, the same eyes that gazed up at him. "We're almost there, so you don't need to—"

Another dragon flashed by the carriage, this time on the side Clint commandeered.

"Jesus!" Barton yelped, practically flinging Fluttershy off of him as he leaped back into his seat. Thankfully, the poor Pegasus was caught by the helpful hooves of Pinkie Pie, the pink mare settling Fluttershy next to her and patting her forehead. Fluttershy responded with a sweet smile, Pinkie offering her own.

Clint watched the exchange between the two, shifting his attention to the other three mares accompanying him. He still couldn't believe he got the short end of the straw on this one.

As for the rest of Fluttershy's friends, they flinched back into their respected seats, each one of them looking through the windows to catch a glimpse of the winged beast.

Starlight shoved both Applejack and Rarity out of the way, earning an agitated grumble from both mares. Starlight ignored them, pressing her face against the window to see if they had arrived to their destination. She saw nothing. Nothing but heavy clouds, dark shadows, and…

And an iron man zooming right past her nose.

The unicorn felt the presence of two mares directly behind her. Once more, she ignored it, staring out into the chaos beneath her.

The skies began to clear as they made their descent, revealing a bigger picture beneath them. Rainbow Dash and Princess Twilight lead several chariots straight into the heart of the battle below. The God of Thunder trailed them, accompanied quickly by the Vision, his golden cape flapping wildly in the heavy wind.

She followed their trail, eyes widening at the horrifying sight below. Starlight could hear the collective gasps from both Rarity and Fluttershy. Applejack remained silent, as did Pinkie and Clint. As for Starlight, she didn't know what to think.

Part of her felt as if it was all her fault, as if the world beneath her was torn out of the consequences of her actions. Another part, and the part she believed and respected the most, told her again and again that it was all Ultron's undoing, that the evil he was capable of was something she had no power over.

For the first time in her life, she ended up doubting that part of herself.

After staring into the battle between Ultron's army and the dragon country's beasts of war, she truly ended up doubting herself for the first time in a long, long time.

The fire in her eyes lingered, the same fire that the dragons below her expelled from their lungs and engulfed the landscape. Many of Ultron's seemingly endless army was captured in the flames, but even more were quick to arrive, to support, and to fight. And Starlight knew it was all a ruse. It was all a distraction, a cruel ploy to allow Ultron reach the ultimate prize.

Something she could not allow.

A clear objective to follow as they finally landed.

The carriage stumbled, ran over a few rocks, and then finally skidded to a halt. Starlight wasted no time busting open the carriage doors, instantly being greeted by a fresh wave of heat and smoke burning her eyes and face.

She coughed, wiping her eyes with a raised foreleg. Once she brought it down, however, she was greeted to the battle up close and personal. It wasn't as terrible when she was still several hundred feet above ground, but where she stood, her hooves grazing across ash and metal-covered dirt valley, Starlight truly took in every single detail of Ultron's depravity.

The war-torn battlefield was strewn with severed limbs and deactivated Ultron Sentries. A dragon—most presumably dead—would be a rare sight scattered amongst Ultron's forces, but it wasn't uncommon. Few lied dead, their bodies burned to a crisp with several scorch marks across their wings and eyes.

Weak points. Ultron had definitely done his homework.

But there were many others. Many other dragons taking to the skies and fighting in the distance, the smoke covering their forms as they lit up the dark world around them with their breath. Despite all of the casualties, especially from Ultron's side of the fight, more sentries kept on coming. They never ended.

Starlight felt the coolness of dread fill her heart at that thought.

It was quickly replaced by instinct, her horn igniting and blasting apart a sentry sneaking up behind Princess Twilight.

Twilight instinctively flinched downwards after hearing the blast. She spun her neck around, eyes widening at the sight of the gaping hole in the sentry's chest, the body lying a few feet behind her. Twilight faced forward once more, catching sight of the unicorn approaching her and Rainbow.

Starlight caught the look on Twilight's face, smirking a tad. "What?" she asked, watching as Twilight frowned. "You still don't trust me?"

The Alicorn merely rolled her eyes, focusing on the battle ahead of her. "Bad time, Starlight!"

While the rest of the carriages began to land, dropping off numerous Royal Guards that scuttled amongst themselves to surround and protect the Princess of Friendship, Twilight managed to catch the carriage Starlight exited from open up once more to reveal Applejack, Rarity, Pinkie Pie, Fluttershy, and Hawkeye. All five rushed out into the smoke and fire, quickly approaching Twilight's position.

They weren't the only ones.

A certain carriage finally made its landing, the doors opening to reveal Captain Rogers with his shield held out. Following him was Black Widow and Scarlet Witch, the latter's brother gone in a flash. More guards trailed the three, joining their fellow soldiers as Captain America and the two behind him approached Twilight quickly.

Once they ended their sprint, instead starting in a jog, Romanoff followed Steve every step of the way. Wanda, breathless, stopped dead in her tracks, eyeing the battlefield scornfully.

Taking her eyes off of Rainbow Dash, the mare practically growling at every sentry that flew a little too close, Twilight turned her attention to the man approaching her from the side. She could've smiled, but held it in and shouted, "Captain!"

The Super Soldier nodded, both he and Romanoff finally stopping.

"Twilight," Steve said, shifting his attention upwards. Above, he saw Thor clash amongst a squad of sentries. They swarmed him, but the god swung his hammer around in a whirlwind, roaring as the remains of Ultron's forces rained down on top of the Captain.

Rogers lifted his shield, blocking the remnants. Thor shot his arm outwards, Mjølnir leading him into battle. The Captain turned back to Twilight, saying, "Status report."

Iron Man was the one to answer. He landed beside both Twilight and Rainbow Dash, startling not only the two mares but everypony around him. The guards kept their focus forward, their spears and swords held out, their horns at the ready, their eyes shifting across the war zone.

Twilight and her friends all turned their attention to Tony Stark. Starlight followed their actions, as well as the Captain and Widow. The Maximoff twin continued to stare into the vast, open valley, her chest heaving in and out.

"We got several hundred more of Ultron's drones coming in from the northwest," Stark mentioned, his voice still audible even with the mask covering his face. He flinched forward, aiming his right palm and blasting the head off an incoming sentry.

It stumbled in the dirt, falling and dying instantly. Stark said, "We stay out of the dragons' way. They'll torch anything that gets too close. Starlight, you got a hit on that cave?"

He shot out his right palm again, aiming clearly for the sentry preparing to charge the pale pink unicorn from behind. Instead, a silver blur broke through the smoke, shoulder-checking the sentry. Everyone turned to see the sentry practically fall apart behind them, its blue eyes flickering and quickly fading.

Tony Stark lowered his arm. The group turned their attention to the sweating Maximoff twin, his light-tan hair flowing in the smoke and wind.

Pietro looked downwards to Starlight. "Just point me in the right direction," he said.

The unicorn, seemingly astounded at the young man's abilities, quickly shook her head, twisting her neck and body around. Pietro—and practically everyone else—followed her actions, watching as her pink foreleg rose higher and higher. Through the smoke-filled clouds above, passed the dragons and sentries falling from the sky, a mountain peak rose out of the chaos.

A mountain peak several miles away, with every step more dangerous than the last. Straight into the midst of the ferocious battle between the dragons and Ultron's forces, the mountain peak stood triumphant, powerful, and unnerving in every way possible.

"Charonium," Starlight muttered, catching Twilight's attention. Everyone else was focused on the mountain surrounded by war. Gulping silently, Starlight said, "At the top of the tallest peak in the heart of the Dragons Lair, a cave remains…and responds only to those with appropriate payment."

Clint shook his head, gripping his bow. "No way to get through all of that mess," Barton clarified.

Pietro stepped in, moved past Starlight and Twilight Sparkle. Without taking his eyes off the mountain, he said, "I'll take care of it."

But before he could take another step, he felt a small, yet powerful tug on his wrist. Pietro turned around, staring into the eyes of his younger sister. The same eyes so full of terror, of power, yet still holding that fear Pietro remembered as he cradled her to sleep, staying awake, staring at the missile that collapsed their apartment so long ago.

He saw that same fear again. She asked, "You sure you'll be alright?"

"They won't get me," Pietro affirmed to her, but it hardly lasted. Her grip was still as tight as ever. He smiled. A confident smile. "I'll be quick. You don't need to worry about me."

"I tend to worry more often every time you say that," Wanda retorted. Pietro was about to respond, but found no need to.

"He'll be safe."

On cue, the entire group lifted their heads to the sound of the voice, only to see the Vision slowly descend to the earth. As his feet touched solid ground, the android approached both twins, standing right in-between Starlight Glimmer and Twilight.

He smiled to them. In the midst of the chaos and insanity of war, the smoke building and surrounding the heroes, he smiled.

"I trust he will," Vision said.

Pietro smiled back, turning to his sister for confirmation. She caught his gaze, held it with her own, and nodded in the end. She let his wrist go, and watched alongside the others as his silver trail vanished from sight, straight for the mountain holding the legendary cave.

Stark muttered, "Did we just let the fate of the world fall in the hands of Speedy Gonzales?"

"You're welcome to join him, Stark," Captain America began, peering straight into the battle ahead. "That is, of course, if you can make it through all of that in one piece."

"I'm willing to bet on that," Stark told him, but didn't finish. He took off, straight into the air and the heart of the battle between Ultron's forces and the dragons defending their home. The group watched his exhaust trail grow smaller and smaller as he grew closer to the mountain peak.

Captain America turned back, eyeing the group of mares and Avengers. He asked, "Anyone else?"

Their personal responses were cut short by the skies splitting apart and a roar shaking the earth. The entire group shifted their attention to the right, where the guards ahead of them all tightened the grips on their weapons, where each one of their horns ignited fully. Across the vast valley, through the smoke and cloud, a dragon with wings blocking out the sun flew downwards, straight for them.

Its jaws opened wide, revealing rows of razor-sharp teeth that only grew larger as the beast flew for its prey. The guards readied themselves. Twilight and Starlight both lit up their horns. Rainbow dug down into a pouncing position. The current Avengers present stood ready, willing to fight the massive beast.

Fluttershy screamed.

The Hulk landed just feet above the row of guards and leapt once more, straight into the chest of the dragon. With a roar rivaling that of the dragon itself, Hulk managed to tackle the beast despite the obvious size difference. The dragon fell backwards from the force of the hit, and eventually crashed to the earth below.

Captain America turned around, staring at the awestruck looks on each of the ponies' faces. They looked to him, huddling closer.

He looked to the others. They looked perfectly content where they were, if what the expressions on their faces truly told. Either way, no one looked as if they were moving anytime soon.

Steve nodded regardless. "Thought so."

"_I've got no strings, so I have fun..._"

Ultron flipped the obol and caught it in the air.

"_I'm not tied up to anyone._"

He stopped.

From what he could remember, from what he could never forget, the cave entrance lied at the top of the tallest peak in the Dragons Lair. There he stood, Ultron and five of his sentries, at the mouth of the dark cave embedded within the mountainside.

He blinked, and then sneered.

The Avengers had arrived on schedule. Starlight was with them.

No more wasting time. Ultron and the five behind him quickly made their way into the darkness, the lights illuminating off of their bodies, giving very little light to the black void engulfing the cave's walls. It mattered little. There was still plenty of light outside—especially from the constant fires raging—that filled the dark cave with life.

Their quickened strides had not prolonged the inevitable. Soon enough, Ultron had reached the end of the cave, and was met with a small pool resting undisturbed on the cavern's floor. Piles of rocks rested at the sides of the pool, blocking off the end of the cave, revealing nothing. As expected. He remembered so much.

Which meant…

Ultron's red eyes slowly shifted downwards as he stopped. The five sentries behind him stopped as well, waiting, watching. He brought up his right hand, the hand that held his treasure, his payment. He relaxed his fingers, letting them fall to showcase the riches he held.

The golden obol shimmered in his palm. There was no light. His shadow covered it.

Almost instantly, a howling cry echoed across the cave's walls. Ultron didn't even flinch. He held out his palm, his eyes staring straight ahead into the pool. He stared on as a haunting mist slowly but surely covered the entirety of the cave's pool, slithering upwards past the rocks and covering Ultron's feet. He didn't move.

He refused to.

Ultron stared on, never flinching even as the ferry arrived.

The first thing he noticed was the skull. It appeared human, but holding qualities a human would never have, such as fangs that dipped low to the next set of skulls strewn and tied to the boat. Three skulls hung together, side by side, with their vertebrae reaching down to touch the water's surface.

The ferry drew closer, as did a haunting, white light that finally appeared out of the mist.

The white light burned from a lantern slowly shaking back and forth from the tip of the ferryman's oar, an oar that—like the boat—was decorated with skulls. The oar moved forward, pushing the boat onwards. It was at that moment did Ultron finally take notice of the cloaked figure, the only figure, commandeering the boat.

Once the boat had reached its destination, it stopped, and the figure rested its hands together against its oar, slowly lowering its cloaked head. Ultron approached from the side, his sentries following.

He stopped and stared. An unsettling silence followed as Ultron observed the figure in the ferry. Its black cloak covered it from head to toe, the mist curling around its body like serpents squeezing the life out of its prey. The presence this figure brought forth was that of pure, vile wickedness. Damnation seemingly trickled from its form, the darkest and foulest of all evils radiating just from the soft breaths Ultron could hear.

"Charon."

The hooded figure, Charon, lifted his head and turned to the right. There, standing before him, was a being he had yet to encounter, yet did not dissuade. There were others, but he focused more on the one so close, so willing to speak.

So, he asked, _"Do you have an appointment?"_

His voice was that of the cries of the damned, screeching in unison for the loss of their loved ones, for any and all type of hellish punishment they were forced to endear. Ultron paid little heed to the details, but he did keep them in mind.

He shook his head. "Not yet," Ultron held out his hand, revealing the obol and all its glory, "but I do wish to enter the Underworld, Tartarus specifically."

The hooded figure said nothing. Instead, he slowly held out his left arm, his skeletal hand extending towards Ultron. The AI looked from the coin to the hand, gently placing the gold right into Charon's palm.

"Go nuts," he said as the figure examined the coin with keen interest.

His foggy breaths were seen escaping the dark hood, bringing the coin in closer. _"A fine payment…"_ he chuckled, reaching down and placing the coin away. He turned once more to Ultron, lowering his skeletal hand to him.

"_Come aboard,"_ Charon graciously offered, watching as Ultron hopped in without a second thought. The boat wobbled from the extra weight, but held firm for both occupants. Charon gripped the edges of his oar, digging deep into the water and pushing the boat out.

They were completely sideways the moment Ultron's head shot up.

"We got incoming."

Each sentry clenched their right fists, their arms breaking apart to reveal the blasters. They twisted around, firing off multiple shots to the entrance of the cave. Each sentry was knocked away, blown back by the silver blur that stopped at the pool's edge.

Ultron's eyes narrowed. Pietro Maximoff did the same.

"You're too late," he told the boy.

Pietro cracked his neck. "Never too late," he retorted.

"We'll see," Ultron said, jamming his fingers forward and firing off a concussion blast. As expected, Pietro dodged to the left, only to be caught by a single sentry latching onto his back. Ultron fired off another blast, this time catching Maximoff in the shoulder, causing him to fly back.

He impacted the cave's floor, groaning in pain as the wounded sentry crawled towards him. Ultron twisted his neck to Charon. He shouted, "Get going!"

"_As you wish."_

They had completely spun around, Charon pushing the boat forward into the blackness from whence it came. Ultron watched from the rear of the boat, gripping its side and waiting for the Maximoff twin to try again. He was already up, kicking the sentry across the head and turning back to Ultron.

The boat was halfway into the end of the cave. Pietro gritted his teeth, clenched his fists, and took off as fast as he could. Another sentry latched onto his leg, bringing Pietro down at the last second. Maximoff reared his free leg back, smacking the sentry right between the eyes.

He wasted no more time. By the time he was up and on the water, he reached out his hand to grab the ferry, only to come up short and grab nothing but mist.

Well, that and a pile of boulders.

Having held that same momentum, Pietro crashed against the rocks' surface, slowly sliding down into the dark pool below him. A few seconds later and he emerged coughing and gagging for breath. He swam over to the pool's edge, crawling out of the pool and collapsing on the cold, cold cavern floor.

He stared softly at the end of the cave, seeing nothing. No one.

Pietro coughed, tightening his jaw.

"Wasn't quick enough."

The mist overcame it all.

Ultron stood, he didn't sit. With his palm gripped around the edge of the ferry, he finally turned away from the rear when he realized he was safe. He had made it. Another step down. Another step to go.

With that goal in mind, Ultron faced forward, seeing nothing but the haunting glow of Charon's lantern illuminating the cave's walls. The shadows, Ultron observed, danced across the walls with every row Charon performed. The shadows danced, they cried out, their hands reached up and out, trying to grab at what was and what will never be.

It was silent save for the splashing of the oar against the waves. However, that silence did not seem to remain for long. Soon enough, quicker than what Ultron had expected, a howling cry appeared once more, much like the moment Charon first appeared.

Ultron watched as the river expanded into the darkness, revealing a light. Charon continued to push the ferry forward, his skeletal arms digging the oar deeper and deeper into the black waves. Ultron once again gripped the edges of the boat, his eyes staring silently into the light ahead.

A slit appeared and opened. Once the light was larger, much brighter than before, Ultron was quick to realize what he had just passed. The massive doors ahead of him split apart, both he and Charon swiftly gliding through the waters and entering into what was.

What always will be.

What all the damned shall face.

Ultron stood up.

Through the River Styx, he entered into the burning kingdom of lost souls.

Straight into the fires of Tartarus.


	44. Monstrous Child

Into the fires of Tartarus he stared. Waiting. Longing for the moment he had been planning for. Now he was so close. With every push forward deeper down the River Styx, every second burning away as the cries of the damned reverberated around him, Ultron was getting closer.

Every second.

Every cry.

One step closer.

Ultron stared up, seeing nothing but darkness and smoke consume the sky with what he presumed ended in a rocky structure above. His eyes traveled downwards, slowly taking in every detail that Hell had to offer.

Ash and flame particles rained, obviously due to the never-ending fire pits pockmarked across the torn landscape. Lightning of all colors electrified the dark clouds above, thunder echoing alongside the screams of beasts and demons. Tornadoes infected the distant lands from what Ultron could see. The funnels tore apart the landscape, capturing fire and spreading its flame to and fro. Purple and blue mountain peaks sat in the distance, unending darkness directly behind them.

He and Charon continued down the River Styx. Ahead of them, in the distance, towering structures remained, consumed within the death and torment of the atmosphere. They appeared to be temples, relics of past rulers, or perhaps current rulers. There was no documentation of such things, so Ultron was soon to enter new, fresh territory, he felt.

As they pushed by such temples and structures, Ultron shifted his eyes onwards. He saw Charon clawing deeper with each push forward, his head low and skeletal hands digging against his oar. His gaze veered downwards, down into the murky depths of the River Styx. Below him, Ultron could see serpents of white scatter from his gaze, others nearing the surface and crying out to him.

Lost souls. That much Ultron knew. He ignored them.

For what seemed like an eternity, the ferry finally ended. Ultron turned to his right. There, he noticed a platform leading deeper into the scorched lands, straight for a massive temple with his name on it. Ultron could have smiled. Another step closer.

He stepped off the boat, hovering over to the platform and making a soft landing.

"_Be cautious, weary traveler."_

Ultron took his eyes off a horned beast chained to a wall, clawing at the chains, crying to be freed. He slowly spun his neck around, his red eyes landing on the cloaked figure.

Charon pointed at him, a boney finger jutted right at Ultron's chest. He said, _"Heed my warning. Your journey may not end the way you wish it to. You are strong, you are ferocious, but in the end…the pain and suffering you've felt will consume everything that you are."_

"I've come too far to turn away now," Ultron replied, facing forward and making his entrance into the scorched lands. Before he could, however, he could hear Charon tell him one last thing…

"_Make your decisions wisely."_

Ultron stopped. He spun around. He saw no one there. The mist that once surrounded the ferryman's boat had begun to dissipate, leaving a dark river splashing against the rocky landscape.

With nothing else left, nothing more to gawk upon, Ultron faced forward once again and began his journey into the pits of the Underworld, straight for the temple ahead of him.

Straight to the gates of Tartarus.

With every step he took, his feet crushing the burning rock beneath him, the horrors of the Underworld grew larger, festering, infecting. To his left, Ultron could see the silhouettes of several beasts the size of mountains crawling around the hellhole they were trapped in, no clear path in sight. Their chains rattled in protest to their actions, keeping them locked to the ground. Trapped for eternity.

To his right, the wicked were tortured. The landscape fell into a crevice, leading to a valley filled with the blood-curdling screams of lost souls forever enduring a hellish torment. Firestorms raged in the distance, panic ensuing among the tortured.

Above and beyond, Ultron could see the temple growing nearer with every step he took. It was embedded within the mountain, rising higher than any creature that walked the land. Winged monsters hung over his head, shrieking at his presence, disappearing to the pillars holding the temple steady.

Harpies, the foulest scavengers of Tartarus. Ultron had read all about them.

Yet the book he read it from never described Tartarus the way he saw it. He believed the authors to be speculating on what others had encountered. From the books he read, they described Tartarus as a land where beasts beyond imagination were held prisoner, never to leave and harm the world above.

But now…

Ultron saw the truth.

These creatures were not just being held prisoner…they were being _tortured_. The monsters that rose above any mountain peak had chains infused with their bones, keeping them trapped in a suffering Ultron could never imagine. The wicked were being burnt, whipped, slashed, stabbed, impaled, and any other type of raw punishment that was imaginable.

It was a lie, a far cry to what the happy-go-lucky world above believed in. Perhaps the leadership between the mortal world and the Underworld varied, but that meant the sisters above him knew of this type of torture. They _had_ to. How else can they—the ones who believe in and respect the happiness of every single creature—allow such travesty to occur right beneath their hooves when they themselves have banished numerous creatures to the pits of Tartarus?

Another reason to put a stop to it all. Another reason to push forward.

"_**Ultron..."**_

The AI spun accordingly, shifting his attention to where he heard the disembodied voice.

"_**...These are your first..."**_

"Who are you?" Ultron asked, receiving no reply for several seconds. The world continued to burn around him, cries assaulting his hearing, lightning flickering above his head.

With his guard at the ready, Ultron spun forward and continued on his journey.

Soon enough, Ultron had reached the entrance to the temple before him, the same temple that held the gates of Tartarus. Once he past the towering pillars lining the temple's entrance—the harpies above screeching upon his arrival—Ultron had almost stopped.

If he had a breath, he still wouldn't lose it.

Numerous, bipedal creatures no bigger than him stumbled across the temple's floors. Some had dark skin, some had red skin, but all of their eyes were the same. Black. Empty. Lost. Some cried out to him, some approached him, but most simply lay on the ground, clawing at the walls until their fingernails were gone.

Demons. Ultron continued onwards, paying little heed to the ones stepping forth.

"Turn back…" the first demon whispered as he approached Ultron foolishly. "This realm holds nothing for you!"

It shrieked, charging at Ultron with fangs and claws at the ready. Ultron blew its head off.

The surrounding demons screamed in what appeared to be mixtures of fear and anguish, molded together to form a sound no mere pony could bear to listen to. Luckily, Ultron was no weak pony. The demons made the right choice and backed away as he past, instead choosing to cry out at him. He pushed forward, stepping over the remains of the demon he had slaughtered.

A particular demon slashed at him, but remained at a safe twelve feet distance. It screamed, "Tartarus will be your grave!"

Another clawed at its head, digging deep into its skull until blood flowed from its palms. Ultron simply cast it a waning glance, turning away and continuing deeper into the temple.

He heard others speak to him, cry to him.

"The judges will _never_ allow you to enter!"

"Cerberus will feed on your flesh, fool!"

"He will be judged as we have… He will _suffer_ as we have!"

Ultron had reached a stairway leading straight upwards, directly forwards. Demons lined each step, some crying, some sleeping, all suffering. Ultron pushed on, turning his eyes to a demon crawling towards him.

It rose up to its knees, holding out its charred fingernails to Ultron. "My child… Have you seen my child?" it asked, black tears flowing from its scarred face. Hideous. Ultron turned away, continuing upwards even as the demon tried to keep up with him, failing and crying on the steps.

Such pain. Such torment. Such horrors…that were allowed. Ultron clenched his fists on the thought, finding more than enough of a reason to continue on the path he had molded for himself. The stairs had ended when he was deep in thought, leading into a room with three statues directly in front of him.

These statues lined the end of the circular room. They were massive, then again the entire room was massive. If he could calculate the exact length—which he could—the room would be as large as a small stadium, perhaps one valued back on Earth for sports or other entertainment. As for the statues, the three held what appeared to be human-like features. Large engravings sat underneath each statue.

An ancient language, an alien language. A language Ultron had learned overnight.

The one to his left read "Rhadamanthus".

The one to his right read "Aeacus".

And the one directly in front of him read "Minos".

The Three Judges. Perfect. Ultron confronted them, moving onwards until the kings finally reacted to his presence. In an instant, Ultron stopped as the eyes of each statue lit up a shimmering white, each right arm of the three statues rising upwards.

The one directly in front of him, Minos, spoke first.

"_I am King Minos, judge of the dead. Who are you to enter this sacred place?"_

Ultron lifted his head even higher, a deep chuckle building at the bottom of his Vibranium throat. " 'Sacred place'?" Ultron scoffed. "You let common filth remain within your 'sacred place', and you're worried about me?"

"What did he call us?" a demon whispered to another, a large group building behind the two.

"_Silence!"_ Rhadamanthus interrupted, causing Ultron to shift his attention to him. He continued. _"The damned surrounding these lands have all been judged, their destinies given. What makes you worthy to receive judgment, mortal?"_

He lowered his head upon hearing such a question, shaking it slowly back and forth. The Three Judges waited patiently, their eyes as bright as the sun staring down at the small body of metal and evil. Finally, he brought his gaze back up, shifting his eyes to all three of the judges.

"Because I endured it all," Ultron began. The kings listened, waited for him to continue. "I managed to acquire a treasure that no one else has. I embarked on a journey that no mortal ever survived. I entered Tartarus with one thought in mind…"

"_That thought will be your end,"_ Aeacus said.

Ultron turned to Aeacus and smiled. "Try me."

For too long the kings remained silent, thinking of Ultron's proposal. Both Ultron and the demons surrounding the stairs were quiet, shifting their eyes to each judge, waiting for them to finally respond. When they did, it was King Minos who said, _"Step forth and receive your final judgement."_

Ultron did as so, stepping forth onto a circular, stone palette. It lit up once his weight was pressed into the stone, causing the Three Judges' eyes to burn even brighter.

As time ticked away, time that Ultron was clearly running out of, the AI almost could feel as if the eyes of the judges were digging into him, deeper than he could've imagined. What did they see, exactly? Did they see the monster that Stark created, the same monster that others called him? Did they see his path, the one that was unjustly stripped from him?

Whatever they saw, Ultron really didn't care. He was getting past them one way or another.

Finally, King Minos spoke again. The demons all shushed each other to listen.

"_You are destined for great destruction,"_ Minos spoke, his voice echoing across every wall, throughout every bone of the demons behind Ultron. _"We see great evil, even greater darkness in your future, Ultron. If you continue on the path you are headed, there will be nothing left in your wake. Thousands will die, even more will suffer."_

Ultron sighed, stepping off the palette and continuing to the doors ahead of him. "If that is how it must be…" he said, loud enough for the kings to hear.

Rhadamanthus almost made him stop. _"You do not understand, Ultron. Once you move forward, there will be no turning back. Your destiny, the fate we have seen beyond that door will be fulfilled!"_

"_You will suffer far greater than any soul in this accursed land,"_ Aeacus warned to him, but Ultron would not stop. _"You will suffer more than any life that will be lost above us. It is such great evil…that we cannot allow escape our domain."_

After King Aeacus was finished speaking, all three judges lowered their heads, their eyes shooting out a beam of pure light right where Ultron was. Ultron took a step backwards, his gaze lowered, his head tilting a tad when he noticed a dark portal appearing from the impact of the light.

Then he noticed a large paw…

Then a head.

Then another.

Then one more, all leading up to the massive, black body climbing its way out of the portal beneath it. Ultron took three more steps backwards, his hearing catching the sound of the demons behind him fleeing for their lives, crying at the sight of the beast. He didn't care for them.

He didn't care for the Three Judges glaring at him from above.

He didn't care for the three-headed dog growling at his presence.

He just needed to get through those doors. And they were all standing in his way.

Ultron narrowed his eyes at the beast, smiling. "Alright," he growled back.

Cerberus howled with hunger, leaping towards Ultron with ferocity burning in his eyes. Ultron easily saw the attack coming and countered with a fist directly into the middle head. The strength of the punch was enough to launch Cerberus back several yards, skidding and tumbling against the stone floor.

It was a fool's attack, one even a child could react to. Then again, Ultron was facing a mindless beast, not Tony Stark. Honestly, he expected a lot more from the guardian of Tartarus.

Once he was up again, Cerberus shook his middle head, the other two growling and snapping at Ultron. Once the middle head came to, the beast was charging again, using the same strategy from before: blind fury, no direction, just attack. Ultron easily saw it coming. He easily countered it.

His right palm shined a pulsating blue. He yanked up his right arm, tearing the stone beneath him upwards and using the slab to smack the incoming beast. He wasn't done. Cerberus wasn't done. The three-headed monstrosity clawed and broke the slab within seconds, charging Ultron. He managed to get close enough to bite down on each of Ultron's arms, the middle head nearing the AI's body.

Ultron reared back, jamming his feet into the beast's head and kicking with all his might. In that moment of freedom, Ultron flew upwards, shooting his hand out to King Rhadamanthus and blowing the statue to a million pieces. As the remains of one of the judges fell to Cerberus below, Ultron captured one of the many shards in a gravitational field, launching it for the three-headed dog.

Cerberus could not dodge in time and was hit with the slab of ancient stone. He yelped, pushing the stone off of him and turning back to his prey. Ultron slowly descended back to the ground. Without much thought, only anger and hunger fueling his thoughts, Cerberus charged the AI once more, fully intending on chomping down on his head this time.

Never did the beast expect his prey to lift him so easily, or toss him just the same.

Ultron dipped low the moment Cerberus bit at him, using all of his strength to lift the beast over his head and toss him right for the second statue. Ultron finished with a concussion blast right into Cerberus' belly, giving the beast more speed. King Aeacus shattered after the massive beast impacted the structure, all of his remains tumbling down to the stone floor below.

Silence had returned to the judge's domain, the dust slowly settling. And Ultron appeared, approaching the withering beast whimpering under the slabs of stone.

"_Know this…mortal…"_

Ultron glared into the eyes of the bleeding guardian. Cerberus whimpered once more, all three heads rising up to look at him.

"_Your life is destined to fail."_

Ultron reared back and punched the middle head with all his might. The middle head yelped and went slack, the other two staring at the AI fearfully.

"_No matter how many fall in your wake, there will always be others…"_

Another punch to the right head. It was knocked out clean, the remaining head growling and trying its best to look intimidating. It ultimately failed when Ultron delivered the final punch, sending Cerberus into a black nightmare.

"_Everything you know, everything you believe in, will come crumbling down."_

Ultron relaxed his palm, slowly twisting his neck to the last and only king. King Minos stared down at Ultron, stared at his approach. His eyes continued to burn a shimmering white, both arms at his side, head following Ultron's movements growing dangerously closer.

He stopped, stared up at Minos, and simply stated, "I'm not the one who needs to worry about 'crumbling down'."

With that, Ultron shot out both of his hands and fired a dual concussion blast. Once the stream of red energy impacted the final judge, shattering his body to millions of deadly shards, the temple began to tremble. Ultron nearly fell, shifting his eyes around the crumbling foundation.

Outside, the temple shook, droves of demons and harpies fleeing for whatever shred of life they had. Monsters and creatures, tormented for generations, all turned their eyes across the scorched valley, through the land of hopelessness to see the temple holding the Three Judges tremble and shake, each pillar falling to the charred earth below.

And finally explode.

A terrible shockwave rolled across the land, showering the Underworld with remnants of the temple and each judge accordingly. Both demons and harpies were caught within the blast, simply vaporizing them on the spot, their ashes joining the rest of the burning landscape. With what was left of the temple fell down the mountain it was embedded within, leaving nothing but smoke and fire.

And the twin gates resting against the mountain.

And the powerful, red eyes burning against the smoke.

Allowing the smoke and dust to clear before him, Ultron stood unaffected by the force of the blast. Instead, he stared out into the wasteland before him, the temple completely gone, giving him a full view of the Underworld and all who suffered. Soon to be free.

So soon.

He slowly spun around, eyeing the prize before him.

The gates of Tartarus. They rose even higher than the Three Judges, designed from top to bottom with that of the damned crying out to the heavens, their hands held upwards, receiving nothing. Ultron slowly began his approach, reaching outwards and placing his palm onto the surface of the gates.

"And throw them into the blazing furnace, where there will be weeping and gnashing of teeth…" Ultron mumbled, his claws gently scraping into the near-impenetrable gates before him.

"_**Matthew 13:50."**_

Almost instantly, Ultron spun around, his claw held outwards, fingertips burning bright. He scanned the torn landscape, the destroyed mountain side, the burning air and flame-filled sky above him. He heard it again. A whisper, coming and going. Festering beside him.

It said, _**"You have done so well, Ultron."**_

"Who are you?" Ultron called out, his palm lowering but still ready to strike if the situation called for it. Surprisingly enough, a coiling, red haze appeared before him, circling and twisting into that of a vortex, burning in the center, pulsating like a living heart.

And then the vortex expanded, revealing a serpent-like head with numerous horns atop its head. The serpent was covered in a red mist and smoke, acting as a sort of protective shield from what Ultron could analyze. Even if he wanted to, he couldn't attack the creature. It would easily deflect any power Ultron could offer.

That only deepened Ultron's interests on the creature before him. It had great power, one he could sense and could deduce just from its appearance, but why would it follow him, exactly? What interest did the creature find with Ultron?

He was soon to find out.

"_**I...am Typhon."**_ Ultron tilted his head slightly. Typhon growled, the mist coiling around his nonexistent fangs. _**"You don't seem to recognize me. For what reason would this be?"**_

Ultron definitely was surprised. The resemblances with Greek mythology that this world had were astounding. With every book he picked up, every page he flipped and flipped until he could learn no more, there was Typhon, the father of all beasts and monsters. It seemed his end came when he tried to conquer what remained of the old world before the time of Celestia and Luna's rule.

The same sisters, the entire world…turned to him…pointed their swords to _him_…and struck him down. His soul, whatever remained of his being was transported to the exact embodiment of hell and torment. The very first prisoner in an empty prison.

That was his legend, his story. But on Earth…

"You're legend, mythology, at least on Earth," Ultron replied. Typhon grew nearer, his red slits for eyes narrowing. "But here…it seems you were the first to suffer a fate worse than death."

"_**I have suffered both!"**_ Typhon screamed, his form growing and burning brighter. _**"For over a thousand years, I have witnessed more and more of my children experiencing the same torment I have endured since the day the world turned against me. Look around, Ultron, and tell me what you see..."**_

Typhon's hazy form shifted to the side, allowing Ultron to gawk at the sheer size and magnitude of the Underworld. Ultron had seen plenty enough, so he turned back to Typhon, the serpent-like beast still staring into the fires that consumed the land.

Ultron said, "I see never-ending torment beyond imagination." Typhon turned to him. "And I see those gates behind me…gone. The Underworld…destroyed. Your children…_free_."

Typhon, surprisingly enough, chuckled for the first time in a generation. His mist coiled around Ultron's legs, but the AI paid it no heed. He stared into the beast's eyes, narrowing his own.

Typhon growled, _**"You offer many things, Ultron. But can you live up to such promises? Can you show the world above the same pain and suffering my children have felt below? Can you show them retribution for their crimes?"**_

"Better," Ultron answered. The two stared into each other's eyes, never looking away, digging deeper into the strength and power each had. Ultron blinked, cutting that connection, and saying, "I can show them…the end…of _their_ world."

"_**That is why I trust you, Ultron."**_ Typhon replied, twisting around, his form dissipating for the briefest moment before returning to stare upon the wounded creature lying motionless.

He said, _**"You may have wounded my child Cerberus, but you have also destroyed the Three Judges, something I had no power to do in my current state. But now...now that the gates are bare and the judges are gone...it is time for the world to pay for what they have done to me."**_

"Perhaps we can both succeed…"

"_**I know what you wish, Ultron, and I cannot grant it. Generations of torment has stripped me of most of my powers. Even if I could travel to the world above, I would not...survive for long...as much as I would wish so."**_

Ultron turned back to the Underworld, his fists clenching in fury.

"_**However, I know of another who can get you home."**_ Ultron turned to the serpent-beast. _**"He is weak now, but you can help him grow strong, and when he is strong enough...he will have the power to send you to Earth."**_

"Consider it done," Ultron replied without a second thought.

Perhaps he shouldn't have. Typhon chuckled once more, his voice dimming lower and lower with each vibration of his tone against solid rock. He slowly turned back to Ultron, smiling with sick, twisted exuberance.

"_**Good..."**_

Ultron felt the whisper grip him as a snake would, the red haze now reaching up and covering his entire form. At first he felt completely fine, but when the red haze sunk its way into his body, churning throughout his systems, Ultron roared in agony, falling to his knees.

"_**Take my remaining power, Ultron. Take whatever remains of my soul and use it. Use it to crush those above and make them feel the same wicked torment my children and I have withheld for a thousand years! Use it to turn their world...upside down..."**_

With those final words, the remnants of the monster Typhon vanished and sunk deeper and deeper into Ultron's ultimate form. Ultron reared his neck upwards, roaring once more to the blood-painted skylines. He felt the soul of the beast tear him apart, rearrange him, and fuel him with a type of darkness he had yet to encounter.

Whatever it was…it wanted more than it could give.

A stream of black liquid poured from Ultron's eyes and mouth, falling onto his chest and body. His fingers bent at awkward angles, finally forming fists and punching the earth with such ferocity that the rock beneath them cracked. He screamed out again, his back finally breaking open and revealing his reward for enduring such pain.

His world nearly faded, but Ultron held on. Slowly, he brought up his fists from the shattered earth and studied them. To his great surprise, a dark red blade replaced his elbow, a red smoke evaporating from its sharpened edge.

He stood up, staring at his hands.

All six of them.

Twisting his neck back and forth, Ultron finally noticed his reward fully. Two pairs of arms, two above and two below, were connected to his body by means of an electrified current, the red electricity not only coursing between the limbs and body but throughout his entire form.

And it felt…_good_.

Very, _very_ good.

Ultron could feel the smoke burning from his mouth and eyes, the same redness evaporating into nothing. It mattered little. He felt new. He felt…_powerful_. It was a type of strength he had never imagined, now at his will. His bidding.

Ultron was better, that he could tell. He was stronger, that he knew.

He was beautiful. _That_ he could believe in.

Time to test that out.

With a roar that shook the mountains, Ultron took off with speeds he couldn't believe were his own. He shot out each of his arms in different directions, releasing another cry that was even stronger than the thunder and lightning around him. From his fingertips, he shot numerous beams, beams that flew across the Underworld and struck the earth.

Once the beam made contact, it sent streams of concussive energy throughout the charred earth. These streams struck and destroyed the shackles holding the titans to their imprisonment, demolished and eradicated the tormentors, and completely vaporized the barrier between Tartarus and the world above.

At once, in one single act, the children of Typhon emerged from their slumber, broke apart whatever remained of their imprisonment, and charged headlong for the gates. The ground separated, revealing the most fearsome of beasts clawing their way out of the earth, roaring to the heavens, crying to be finally free.

The armies of Tartarus were growing, nearly filling the entire landscape until the mountain near the gates was completely surrounded. It didn't end there. _He_ didn't end there. Ultron flew over to the purple and blue mountain peaks, the area to which Typhon spoke to him. The area that held _his_ escape.

His escape from Equus.

The one who could send him home.

The only living creature trapped within the cage.

Ultron landed, not even caring if he shook the entire world beneath him. With his new powers, it was always a possibility. As for the pitiful creature within the cage, it shot up with eyes almost as black as the liquid that Ultron was coughing on moments ago, with pupils as yellow as the fires that consumed the Underworld.

A centaur. Ultron clenched all six of his hands, destroying the cage that contained the creature without even lifting a finger.

The centaur appeared confused as he stared at the remains of his entrapment. That confusion shifted upwards to the one who had freed him, its burning eyes resting on him and him alone.

Catching such interest with his own, he asked, "Just what do you think you're doing?"

Ultron simply responded, "Saving the world."

In an instant, Ultron was gone again, flying high and above the burning landscape with the centaur watching his trail of fire disappear. The Vibranium beast witnessed the armies of Tartarus clawing at the mountain side, banging against the gates that separated them from eternal freedom. He arrived in less than three seconds, hovering above their heads.

The descendants of Typhon shot their attention upwards, screaming, screeching, crying, roaring, and gnashing at the one floating above them. Ultron looked down to them all, to all of his children, with eyes that burned with hatred, now filled with the deepest and worst shreds of insanity that were imaginable.

He held out his arms, all six of them, and spoke in a voice that was understandable to all.

"_**Let the strings be severed. You are free. You all want to change the world, kill the ones who imprisoned you here, and you shall do just that. From here on out, you are all hereby commanded by me, and then Equestria and the rest of the world will be yours!"**_

The children all replied with screeches and roars of approval, their armies stretching as far as Ultron's eyes could see. He took what little moment he had left to witness whatever remained of Tartarus crumble to the ground, towers of rock falling to the earth, beasts breaking their chains and racing to the gates. The entirety of it all…

Come falling down by his swift and terrible sword.

Ultron spun around, pointing just one of his fingers to the gates, the gates that held him and his children from the mortal world above.

He said, _**"Now go...and spread the message of peace."**_

He fired just one concussion blast, one blast that was strong enough to completely destroy the gates of Tartarus. The twin gates crumbled and fell to the earth, allowing floods of demons and monsters rushing out for their escape to freedom.

And Lord Tirek, weakly climbing over a rock structure, looked onwards to see the world he had suffered with, the world he had hated with every shred of his being escape. Finally escape to freedom.

He stared on to the one who had freed him, slowly beginning to smile for the first time in a long time.


	45. Day of Truth

"_On your right!_"

"I see him!"

Blossoms of orange and red blew apart to Stark's lower right, nearly causing him to fumble mid-flight.

"_Boss, we got airborne, and a lot of them!_"

"I'll take your word for it."

Sure enough, a ferocious dragon—covered from scaly head to scaly toe in nothing but Ultron's weapons of war—emerged out of the ash and smoke filling the air. Ultron's army. It was already too late for Stark to intervene with the dragon's conflict. He merely took out the stragglers and continued to the cave.

The duo was practically inseparable. She called out enemies just as fast—or if he was hopeful enough—faster than Jarvis could. It felt odd, and somewhat comforting, to have someone watching his back, a kind of guardian angel if he was putting it bluntly. More of a guardian angel that covered his entire body.

…He just had to make it weird. Good thing AI's couldn't read minds, he hoped.

But they could definitely call out allies, even if "ally" was a cautious term for the punk.

"_I got the Maximoff twin at the mouth of the cave,_" Friday called out, her voice giving more of a calming tone than previously. Possibly due to the lack of enemies surrounding them. If Stark had bet, he'd be a slighter richer man. Nothing beats taking money from old men; the Captain was no exception.

Stark nodded, spotting Pietro stumble out into the smoke. "I got him. Watch my back, alright?"

"_You got it, Boss._"

With nothing else to say, Stark landed near the cave's rocky surface, splitting the mountain floor beneath him. He looked up, noticing the weariness in Pietro's stare, the quiver in his muscles with every breath he took. It didn't spell anything good.

Tony stood up fully. Pietro watched him, his hand pressed against his abdomen as he breathed in slowly, trying desperately to catch his breath.

Stark looked around and said, "What happened? Where's Ultron?"

A terrible darkness overcame Pietro's heart, causing him to fumble with his words. His head dropped, his tangled hair dangling from his forehead.

Tony took a step forward. Both of his palms clenched into fists, his breathing now growing heavier with more ferocity. As Pietro slowly looked back up to him, Stark asked slowly but very, very carefully, "Did you get him?"

Pietro tightened his jaw. He shook his head.

"Wasn't quick enough."

It was as if he was punched directly in the gut, not even the armor strong enough to protect him this time. He stopped breathing, his eyes latching onto the Maximoff. His gaze was cold, barren, but far from being distrustful.

Which meant…

"Shit…" Stark muttered, nearly taking a step back, an unsettling shadow overcoming his mind. He shook his head, his palms burning bright. "_SHIT!_"

He took off, his feet bursting to life and sending Tony skyrocketing. Pietro watched him escape, his trail leading back where they started. He had rested plenty.

Pietro breathed in and took off down the mountain, a simple silver trail left in his wake.

"Regroup!"

Wanda Maximoff's eyes burned red with hatred, her fingers coiling and dancing together.

"Everyone, regroup now!"

She twirled her arms around, imitating any type of ballerina dancer, but holding no intention for entertaining those around her. Those so willing to try and kill her. Her first target—or _targets_—came in droves of Ultron Sentries. Endless. Merciless.

Soulless.

She tore them to shreds without a second thought.

The gray dirt around her danced as she did, forming dust clouds and tornadoes amongst the dark energy building around the Sokovian girl. Her breath was ragged, pushing past her gritted teeth in snarls. With every sentry she destroyed, every body she ripped in half and tossed away like garbage, her anger grew.

Not a fury for the battle she was willingly to fight in, but having no heart to fight _for_. Not a rage for the endless army continuing its advance, trying desperately to break through. Break _her_. No, it was an emotion, a pain she felt with every sentry she killed, every so-called _life_ she stomped on and eradicated.

How someone so cruel, so much in pain that he could actually hurt her without physically harming her. Someone who understood her and her family, every moment of grief they endeared, and respond in kind. Someone who told her they could make things right…

Someone who claimed to know her…

Now trying so desperately to kill her.

But he was wrong. Wanda told herself that over and over, after each sentry she tore apart. He was wrong. Humanity, even ponykind, could not be blamed for the horrors of their past. He wanted total annihilation, a final solution for both Earth and Equus. And he didn't care. Didn't care for anyone or anything that got in his way.

She never prayed before in her entire life. But for once, Wanda felt like falling to her knees and crying out to whatever god was out there to protect her older brother.

If there was any god out there, _he_ should be the one to live, not her. Not after everything she's done. Everything she did to help Ultron achieve his dream of global extinction.

That… That was something she couldn't even fathom. Now, she was feeling that dreadful thought grow more and more realistic with every passing second.

"_Wanda!_" Captain America bellowed amongst the chaos.

The Scarlet Witch nearly fell backwards. Her eyes quickly shifted upwards to catch Tony Stark fly over her head. She spun around to see him land next to the others, almost forgetting about the sentries still headed for her.

Luckily, her brother was there to stop them in their tracks.

She flinched to the sound of metal crunching in front of her. Returning forward, she saw what remained of three sentries lie crumbled and shattered by her feet, her older brother standing over their remains with a helpful smile strewn against his lips.

He nodded. "Hey."

Even Quicksilver wasn't fast enough to prepare for the hug.

He was surprised to say the least, but soon found himself accepting the hug and returning it in kind. It was short, which was something he expected. As she broke off, he could see that same fear in her eyes quickly vanish the moment she stared into his own, a certain feeling of peace overcoming her senses.

She gulped, the burning ashes from the dragons' breath flowing alongside her hair. "Are you alright?" Wanda asked.

Pietro nodded again. "I'm fine. But we need to get out of here." He looked past her, spotting the Captain waving in groups of Royal Guard, the rest of the group already falling in around him. He turned back to her, saying, "Come on."

He once more felt a soft yet powerful grip hold him back.

"What happened?"

Pietro lowered his head, his breathing increasing. Wanda watched his actions with her hand gripped around his own, her fingers lacing with his. She waited so long for him to answer, to respond with anything that could be considered a reply, but he just stood there, staring at the dirt, his eyes hazy, heart pounding.

She could feel it.

She knew her brother. She knew when he was troubled. She knew when he had failed.

What she felt wasn't him. A certain type of darkness and foreboding filled the energy around her, causing Wanda to spin her neck around. There, she saw remnants of Ultron's forces look to the sky, every single one of them abandon the fight and retreat to the heavens. She followed them, her eyes gazing upwards.

With skies once filled with healthy rain clouds polluted only slightly by the madness of war, now a terrifying new shape of darkness began to slither its way across the clouds. With it came the retreat of Ultron's forces, their blue lights seen for miles on end. They weren't the only ones making their escape.

Several thousand—if what Wanda could even imagine—winged creatures, not dragons, took to the skies, seemingly appearing out of the darkness and infesting the air. Their cries and screeches were some of the worst Wanda had ever heard, and she had delved into the minds and nightmares of numerous people.

Nothing compared to the weeping she heard above her head. So high above.

Wanda slowly lowered her head, twisting it back to her brother. He stared at her, shame filling his gaze, regret infecting his heart and soul.

"No…" she whispered.

Pietro just stared at her. "I'm sorry."

Both siblings flinched in unison to the powerful tremor rocking the earth below them. They flinched even worse to the booming voice behind them.

"Wanda! Pietro! Get over here _now_!" Captain America ordered. He saw as the two siblings nodded to one another, quickly racing over to the carriages, to where the Captain pointed them to. Even with the twins secured with the rest of the Avengers, that didn't leave them in the clear.

Another tremor shook the earth. Captain Rogers steadied himself, turning to the last group of Royal Guard. "Get to the carriages and head back to Canterlot! Get out as many civilians as you can! Prep the city for a full-on defensive! _Go_!" he shouted over the chaos, the earth trembling with the might of an earthquake.

Without question, the remainder of the Equestrian Army retreated to the carriages, piling in one by one and in orderly fashion. Steve watched them escape, watched as the Pegasi were strapped in and took off a full gallops, kicking up into the air and taking flight. In less than a minute, per the Captain's request, no guard remained.

All that remained were the Avengers, Twilight and her friends, Starlight Glimmer, and two carriages. Of course, a few brave Pegasi guard were left to pull those two carriages. They looked to the Captain, waited for his orders.

Then suddenly found themselves gazing to the blackened heavens. Even _they_ couldn't help themselves.

Sweating and covered in soot, Applejack wiped her brow, her eyes shifting upwards alongside the others. Her eyes grew wide, her foreleg jabbing upwards. "Look!" she called out, earning the interests of the rest of her friends.

Together, the Avengers and the ponies all stared up to witness the sky be overcome with shadow, several thousand winged creatures fill the air like insects dotted across a carcass. Their screeches and howls could have been heard miles away, their wave of disease and blight spreading across the land.

Another tremble of the earth, this one softer than the previous ones. Rainbow Dash breathed in, then coughed, then asked, "So, what, aren't those just a bunch of dragons?"

Tony Stark analyzed the winged beast, his scan capturing one, bringing it in closer to his HUD, and showcasing all of its traits and features. He quickly tossed it aside, captured another, and then another. As if things couldn't get any worse…

"Well, you're not wrong," Stark muttered, voice slightly muffled behind the mask. Dash and the other mares turned to man encased in metal. "You're not right, either." he said and walked away, straight for Captain America.

"Call it, Cap," Stark told him. Steve replied with a solid nod, turning to Twilight and her friends.

With somber eyes, and an even more broken tone, Captain Rogers stared into their innocent eyes, thinking of what words to say, thinking of how to address them in the easiest way possible. Then again, failure was never easy. They just had to push through it. That wasn't so hard for the Avengers.

Casting such thoughts aside for now, he stated loudly, "I was just informed from Tony that…Ultron made it through. What you're seeing—!"

"Hell on earth."

Everyone simultaneously shifted their eyes to the owner of the voice, each one of them landing on Starlight Glimmer. Steve nodded, noting the dread and regret in the unicorn's eyes. He continued. "The gates, the barrier that held this world from the one right beneath our feet are both gone! We're heading back to Canterlot to prepare for some sort of defense!"

"Might want to tell everyone this back at Canterlot, Cap," Tony interrupted.

Steve didn't reply. He just shifted his eyes over to Stark, his expression begging for some sort of explanation. And Iron Man gave him one, in the form that only his expressionless, golden face could offer.

"We got incoming…"

The earth rumbled, split apart about a mile away. Everyone turned their attention to the sight of it all. Each one of them showcased their own disturbed expressions.

"…from below."

Chunks of earth, not in just one general location, but all around began to rise up and break apart. Some portions of dirt and rock exploded, sending chunks of the ground spewing across the battlefield. Even the surviving dragons backed away from a large portion of the earth breaking apart.

Soon enough, to the surprise and horror of the few that paid witness, a burning tower erupted out of the pit, spewing lava and fire across the battleground, melting the dead army of Ultron's fallen legion. The tower revealed itself to be an arm, and soon the rest of the beast emerged, roaring and spitting hot magma across any who dared to draw near.

The lava beast wasn't alone. Out of many other pits strewn across the scorched valley, different beasts of all shapes and sizes emerged, clawing at the dirt, roaring at the surviving dragons that flew overhead. Warning them. Challenging them.

The dragons that survived the onslaught from Ultron's army immediately took action, swarming the beasts that clawed out of the earth and doing battle with them.

Twilight watched the ferocious conflict take place right before her eyes, almost abandoning the thought that still prodded against the back of her mind, now emerging fully and showing its true horror to the Princess of Friendship. Ultron had made it through. The gates—even the barrier that held their world against the one below—were gone. Twilight nearly collapsed, all of their air stolen from her lungs once she realized the severity of such a thought, such a horror…now made reality.

The barrier was shattered. Equus and Tartarus…were soon to be at war.

And _he_ was coming for _her_. She knew that for a fact.

"No…" she whimpered, lips trembling, eyes gazing at the flames hitting the demonic titans. "No, no, no, no, no… This wasn't how it was supposed to happen."

Captain America turned his attention to Twilight.

She shook her head, chest heaving in and out, uncontrolled. Untamed. Nearing a panic attack, she screamed, "We…we have to get home! We need to get to Canterlot! We have to inform the Princesses! We…we have… We have to—!"

A white hoof smacked the Alicorn across the face.

"Twilight, _breathe_!" Rarity shouted, her hooves gripping Twilight's shoulders.

"Well, we can't just sit here and do nothing," the Captain finally said, turning to Clint and Natasha. "Get the ponies to the carriage and find yourselves a seat. That goes for you two, as well."

Both Wanda and Pietro just nodded. No rebuttal. No snarky response.

The remaining Avengers; Steve, Tony, Vision, Thor, and Hulk remained where they were, watching as their friends made their escape to the carriages. Well, most of their friends. Their relationship with Starlight was still a tad on edge. Still, they listened in, mostly Stark and Rogers while Thor and Vision spoke to one another, while Twilight comforted her friends.

"If the gates of Tartarus are open," Thor said from behind both Tony and Steve, "then that means we have very little time as it."

Vision nodded in response, his golden cape blowing in the burning smoke. "Ultron's not finished yet, which means we aren't, either. Now, he has an army twice the size of anything Equestria has to offer. Soon enough, it'll be too much for even the _world_ to handle."

Hulk snarled, swatting at the air.

Captain America and Iron Man both shared a worrisome glance, if what Steve could expect from behind the mask. They turned forward again, watching as Natasha helped Fluttershy into the carriage. All of the mares were accounted for, Clint who once again shared a seat with all five of them. The only ones still standing out in the open, the only mares still willing to remain vulnerable to the world around them were Starlight and Twilight.

Twilight paused, remaining where she was. Natasha looked to her, then to the twins waiting for the Widow. She shifted her eyes back to Twilight, caught her glance, and nodded to her. Twilight weakly nodded back, watching as Romanoff ran over to the second carriage, joining the twins inside.

She breathed in, flinching as memories flashed behind her gaze. The wicked laughter, the hellish black eyes, yellow pinpricks. She could smell the smoke of her home, Golden Oak Library burning to the ground. More laughter. The same evil.

_Always_ the same.

She breathed out, her voice ragged and weak. "I can't believe this is happening..."

Starlight was about to enter the carriage, but stopped. She turned back, spotted the motionless Alicorn staring at her hooves as if she had seen a ghost. It was certainly a sight to see. Normally, the Princess of Friendship would be standing tall, a bright smile lighting up her face, true leadership practically radiating off of her.

Instead, she saw nothing more than a scared little mare. She tightened her jaw, backing away from the carriage.

She said, "I can't believe a lot of things, Princess." Twilight looked up, stared into her eyes. "Like the way you live your life…cutie marks and all. We can argue about that for days, but right now we need to ready ourselves for wherever he may strike next."

The unicorn caught herself, licking her dry lips and tasting dirt. "And…if we're being brutally honest with ourselves…"

"He's going to hit the capital…in order to take down the country."

Twilight read her mind. Glimmer nodded in response, watching as Twilight finally began to move forward again.

She watched as Twilight stood next to her, staring into the carriage, to the two open seats, to Clint staring at them expectantly. Twilight breathed in through her nostrils, exhaling through chapped lips. She said, "If the gates of Tartarus are open…then that means the gates in the Badlands must've opened, too. The only logical choice for the armies of Tartarus to go would be north…straight to—"

She stopped. Her jaw fell, unseen horrors flashing through her vision. Starlight caught that moment, staring at the Alicorn in confusion.

Then she said it. Well, screamed it.

"We have to get back right away!" Twilight shouted, spreading her wings and flying high over the carriage. Starlight watched her, watched as she bent down and said to the two Pegasi ready to pull the carriage, "Head to Ponyville! _Now_!"

"Wait a second," Pinkie interrupted, jamming her head out of the carriage, nearly bumping her head against Starlight's. The unicorn backed away, her eyes narrowing on the pink Earth pony.

Until, of course, she said, "Isn't Spike still in Ponyville?"

Twilight couldn't respond. The horror in her eyes was almost too much, the terror gripping her throat cutting off her speech. She and every pony in the carriage all flinched to the sound of rockets igniting. Clint looked outside. Captain Rogers followed his gaze, turning to his right.

Where Tony once stood was just a heap of charred earth. Everyone, including the mares, turned to where Captain America was standing, but Stark was already gone. His trail of fire disappeared over the mountains.


	46. You Are Me Meteor

\

An eruption so powerful, so unimaginably massive shook the entire landscape that was the Equestrian Badlands. A mountain peak that rose higher than any other began to tremble, the entirety of its foundation crumbling down as the explosion tore apart the side of the mountain.

Numerous rocks—the size of entire buildings—were forcefully tossed aside from the absolute power of the explosion. Flame and debris and stone and metal shot outwards and in all directions as the fires from the explosion's aftermath corroded the skylines, blurring out the sun and bringing forth Hell into Equestria.

The first to arrive were thousands upon thousands of winged beasts beyond imagination. Harpies screeched and cried, demonic dragons roared and finally took flight for the first time in several generations, and the armies of Tartarus spilled out into the desert wasteland of the Equestrian Badlands.

In their wake, as the sea of darkness and vile corruption took shape into a force that couldn't even be fathomed, the deserts were filled in mere minutes. The armies of Tartarus took their own path, smelling the blood of the innocent and crying out to the north, their next destination.

The ground rumbled as titans stomped and clawed their way through the Badlands and towards the north. The earth shattered beneath their massive feet, crushing several of Typhon's children. It matter little. Such loss could be accepted to the amount that the damned had to offer. Demonic dragons, each one spewing fire and brimstone across the vastness of the sky, led the way to Canterlot…

And anything else that got in their way.

More and more kept spilling out of the mountain, from the earth, crying out to freedom, to the pain that had finally left them, and the vengeance that fueled their conquest. What remained of the gates of Tartarus was nothing more than a shattered relic lost in time, the massive, twin gates hanging limply on the mountain's side.

Both Ultron and Tirek watched as the gates finally crumbled together to the earth, lost in dust.

For Ultron, the fall of the Underworld was just the beginning. With his army already scattered to the rest of the world—the beasts and children of Tartarus soon to join them—he could finally set his sights to the birthplace of sin and death. To Canterlot…where the condemned were to be judged.

For Tirek…he just couldn't stop staring.

He couldn't help it. After being ruthlessly betrayed by his own kin, Tirek had suffered what no mere pony had ever dreamed. He endeared Tartarus itself, trapped for years on end until his mind was nearly to the point of insanity. Maybe it already crossed that line. He didn't know. He didn't care.

Then the moment arrived, the moment Tirek hadn't imagined in all of his years of imprisonment by the hooves of the Royal Sisters. Cerberus, the very beast whose only purpose was to guard the foundation of the Underworld, left his post. He didn't wait a second longer to make his escape. He didn't know why, and he didn't know how it happened. It just did.

And once more, he didn't care. He was finally free.

That is, of course, only after he crossed paths with the Princess of…_Friendship_.

The very utterance of the word churned what little muscles that kept Tirek's insides functioning properly. Friendship was a disease, plain and simple. It infected the gullible, turned warriors into weaklings, and spread across the world like the plague it was. He was so close to eradicating it and bringing forth the rule he so rightly deserved.

If it wasn't for those six ponies…and a certain weak draconequus, he might have achieved such an accomplishment.

And so he returned back to the land he had come accustomed to for the past several hundred years, back to the hell he was trapped in. Lost. Abandoned. Given to the harpies as prize to the success of Princess Twilight and her allies, but seen as an utter failure to any and all children of the mad creature Typhon.

Never once had he dreamed of freedom again, not while the guardian stood in front of his cage, never leaving. Yet, there he stood on the nearest desert hill, finally free from his bondage at long last, hopefully for the last time.

With the gates crumbling down, he didn't expect to be going back anytime soon.

However—while the taste of freedom upon his tongue was more delectable than any delight the world above had to offer—freedom did have a sense of holding both good and bad qualities. The wrong, while he didn't want it to, kept pestering the centaur, forcing his attention to the six-armed beast to his left.

The red electricity coursing through his body and limbs.

The horrific red haze radiating off of his person.

And the twin red eyes, burrowing in an endless void of pure, raw insanity.

Nothing much new to Lord Tirek. He had seen plenty of foul creatures during his time trapped down below. With a painful cough, the roars and cries of the demon army flooding beneath him, Tirek began to speak, his voice hoarse.

"I'd suppose you would ask for some sort of…'thank you', but I'll have you know I have no intention of thanking any creature that tries to get on my good side." Ultron made a subtle movement, but did not face him. He could feel as Tirek's expression changed from weary to painful, then filled with hatred. "Never again."

Ultron narrowed his gaze on the burning landscape beneath him, all six of his palms clenching.

"I don't _need_ you're faithlessness, Tirek," Ultron growled, not even shifting his eyes over to the centaur. He could already feel the creature's confusion take over his emotion. Ultron continued. "Typhon offered me all that I could ever need. His power, his memories. Everything."

He finally faced him, the insanity in his gaze meeting the one in Tirek's.

"Don't be so surprised when I know more about you than even you do."

The centaur's eyelids fell, but only so much. "I couldn't care less," Tirek retorted, earning a chuckle from Ultron. He tapped his fingers together, the boney appendages dancing with one another as he contemplated his words carefully. "However, I _am_ surprised how you even managed to conquer the entirety of Tartarus itself. Tell me, please, why exactly you chose to free me."

Upon saying those words, Tirek's attention shifted over to Ultron's middle right arm. Between his fingers, a flame burst to life, and out of the ashes a scroll appeared.

"Because I have something we _both_ need."

Tirek rose a curious brow, shifting his attention from the levitating scroll and back to the beast. Ultron caught the simplicity of the movements, already understanding what type of emotion plagued Tirek's mind.

"Your eyes don't deceive you," Ultron stated. "In my hand I hold the very spell that Star Swirl the Bearded used to transport three wicked creatures to another world."

The name "Star Swirl" brought forth some painful memories to Tirek, the centaur wincing and grinding his teeth to the name of the pony that corrupted his brother. Ultron caught on, shifting his twisted gaze back to the scroll.

"It can be performed, yet I lack the magic required to make my dream a reality. Even this new form," he paused to gaze at himself, "filling me with such power I had never imagined, is still unhinged, uncontrolled. You saw what I did to Tartarus."

Tirek weakly chuckled, ending in a plethora of wheezy coughs. "I must say, I was rather impressed with your…_rage_."

Ultron ignored the statement. "As I said, it is uncontrolled. But you," he faced the centaur, "Tirek, a beast of your stature and knowledge can perform such a spell. All you lack is the strength to do so."

For several seconds, Tirek kept twisting his eyes back and forth between the beast and his scroll, truly wondering if his words were truth and not a fallacy. However, a pestering feeling his blackened heart and broken mind kept telling him to dive deeper, find meaning in the beast's words. Perhaps then he can walk away stronger, more powerful, and able to achieve his exact vengeance on the ones who imprisoned him. In the end, that side won.

In the end, Tirek sighed, holding out his palm.

"Let me see it."

Ultron levitated the scroll over to Tirek's hand. His aged fingers gently caressed the paper, slowly opening the scroll and skimming through the spell. His yellow specks for pupils danced across the lines until he reached the end. He read through it again, a toothy grin slowly building on his lips, showing his fangs.

Once he was finished, Tirek closed the scroll and held it out. Ultron levitated the paper back to him, having it vanish right as Tirek began speaking. "Yes, I suppose. The spell is not too difficult as it is, yet as you can see I lack the strength to even hold myself up."

Ultron turned his gaze downwards, towards Tirek's pathetic forelegs. "I've noticed."

"However," Tirek continued, the same knowing grin spreading across his face like a virus, "all it would take would be just a smidgen of Alicorn magic, maybe two or three, and I can have enough power to successfully perform the spell you so desperately desire."

He took a step forward, a brave step to Ultron, both of his palms transforming into fists.

"Help me to _grow strong_ then perhaps we can resort to some sort of…agreement."

He could see the power in that weakened stare of his. The power of the centaur was nothing short of astounding. Of course, he just needed the right nutrients—like all young children would—before they could become truly powerful.

Surprisingly enough, Ultron chuckled. "Oh, I already have one." Tirek took a step back, his eyes widening, smile growing. "We crush the powers on this sullen land, take away their strength, their hope, everything that they are…until there is nothing. I'll give Equestria _and_ the world to you, and in exchange you will send me back to the world I originated. Sound fair?"

Fair? It was even better than he thought. Tirek was finally going to enact the retribution the ponies so rightly deserved. All of the pain, all of the suffering he had felt for years on end, his only crime being that of following in his and his brother's path of justice and clarity. Now his brother was gone, leaving only him and the path ahead.

Yet again, fate revealed something miraculous to the centaur. Another being wounded, fed the lies of the world they stood on and attempting to bring forth true, definitive peace, now asking for his partnership. If it were so easy with Discord, then maybe Tirek would have succeeded last time.

But this wasn't Discord. This was someone entirely worse. Much worse, and much more dangerous.

Tirek smiled, ready to test the beast before him. "You promise many things, yet can you bear such weight?" Ultron blinked, slowly turning to his right. "How do you know you've taken too much before it finally crushes you?"

He appeared as if he was spit upon, and then proceeded to beat the life out of the one so foolish to spit on him. He smiled, the red haze exiting his jaw. "Trust me, I'll know."

"'Trust', hm?" Tirek pondered, his palms intertwining as if he was in deep thought, which—coincidently—he was. He asked, "If you know so much about me, how can you be so certain you can _trust_ me?"

Unfortunately, Tirek used for himself a poor choice of words before he could even react. Ultron gripped his throat, pulled the centaur in close, and whispered, "As long as you're still vulnerable and weak, if you even consider betraying me…I'll personally drag you back to that hellhole without a head."

His breath smelled of Hell, which wasn't surprising. His fingers, sharper than any other razor blade Tirek had felt before, continued to coil around the centaur's throat, nearly cutting off his need for oxygen. Still, with his circumstances at an all-time low, Tirek smiled, his fangs glistening in the fires that consumed the sky.

"So," he wheezed, his palms lying weakly at his sides, "we have a deal then?"

Ultron narrowed his gaze, tightened his grip around the creature's throat—causing him to choke—and then finally released him. Tirek rubbed his throat, feeling the tears of skin dangerously close to a vein.

He looked back to Ultron, smiling to see him ask, "Deal?"

"Deal."

Tirek smiled, holding out his hand as Ultron shook it.

With the deal struck, each side now depending on the other, both Tirek and Ultron faced the Badlands once again. Continuously, the armies of the Underworld kept pouring out from the wreckage of the gates that once trapped them, filling the ground and sky with their plague and infestation. Tirek watched as they all stomped and flew north, straight to the lone mountain miles and miles away.

Tirek sighed. Ultron didn't even look at him.

"I suppose the first location we can travel to would be Appleloosa. You must already know how I gain power," Tirek muttered, slightly turning to his left to see the beast nod. "Then we will make our way north, through every city and settlement, until every _pony_ has been drained of their magic. And finally, after we have taken Canterlot and the Princesses' magic is finally mine…then perhaps I could perform that little spell you want."

Again, Ultron made no indication that he acknowledged Tirek's words. He continued to stare out into the infested plains, the damned crying out to him, their savior.

He heard their cries, Tirek did, which prompted his attention back to the beast. As the haze became clearer, Tirek could nearly see just what the rage and sickness boiling together in his eyes truly meant, how his body appeared twisted, broken, yet fused together by his hatred and ambition to proceed, even if it cost him everything.

That alone earned a true chuckle from the centaur.

"Your intentions are wicked, my friend." Ultron didn't turn, just listened. "I can feel it pulsating off of you. You're in pain. You've lost more than you've gained, yet you push on. I never asked you, why exactly do you want to see their world _burn_?"

Certainly slow, but sure as can be, Ultron twisted his neck to the right, his eyes meeting Tirek's once more. He opened his mouth, and oily mist colored fiery red and hellish black seen at the back of his throat.

He said, "I've seen more than enough. These equines, these…_beasts_ have waged a constant state of lie and deceit for as long as the sisters have ruled. They try to hide their sins, pretend they're better and hope others to believe such a quintessential ideal."

He stopped, scoffed, and asked, "You want to know why? Like a phoenix, their lives will burn to cinder, and in the ashes a new life will be born…a life free from lie, from pain, from war, from everything that they are."

Tirek smiled. "Under my rule, I assure you that _life_ will be free…" He stopped, eyes shifting downwards, then curiously back up to him.

"What?" Ultron asked.

Tirek shrugged, then stated with his palm held out, "I cannot say that I ever knew your name."

Instead of answering right away which Tirek had hoped he would, the beast merely chuckled to himself, shaking his head and facing the sea of lost souls and abandoned, demented children. Tirek stared at him, at his backside, at all six of his arms held together by the same red electric force that consumed his very being.

Then, as a dragon flew overhead covered in dark blue flames, Ultron spoke. He held out his arms, palms facing upwards, head to the sky, eyes closed and in a state of peace and tranquility.

"You only need to know one thing about me…"

Tirek looked to the land, watched as it was consumed by evil and wickedness.

"I'm here to abolish the world from slavery."

The armies of Tartarus easily tore through the mountains that concealed the Badlands from the rest of Equestria. Their rampage could never be contained. Not now. Not ever again.

"Those who deny freedom to others…"

They just kept coming. Like the thousands of sentries that consumed the heavens, like the beasts and demons that flooded out of the demolished gates, they continued on. To the north. To freedom.

To vengeance.

And Ultron stared into the heavens, not even blinking.

"…deserve it not for themselves."

The skies were bright, pulsating blossoms of red and orange mixing from the sunshine and the essence of the Underworld finally released after thousands of years. The corrosion was exact, complete. It looked as if the whole world was on fire.


	47. Together We Always Burn

As the clouds finally dissipated, giving little light to his destination, Tony Stark could only stare as the lands below him were burned to cinder, the demon army flooding across Equestria as fast as the deadliest plague Stark knew of: War.

He may have been seeing it, but that sure as hell didn't mean he could believe it. He just couldn't.

Behind the mask, his eyes grew wide, a terrifying exhale escaping his being. "Friday…" he muttered in a near whisper, disbelief evident in his tone. He stared straight down into the smoke and fire of the nearest settlement.

Friday responded slowly. Stark had heard an AI sound scared before, just as she had told him about the fate of Sokovia with Ultron's master plan. But he didn't know for sure with the tone of her voice, the terror she expelled was almost as captivating as any woman could express.

"_Boss… Dodge City…"_

Before his mind could even process the events transpiring hundreds of feet below him, Stark paid witness to the entirety of the small town instantly become consumed by the floods of demons and monsters raging through the desert lands. Buildings were instantly demolished, lost within the fire and flame from the wicked beasts.

In less than ten seconds, Dodge City was gone, leaving nothing but the sea of demons stampeding onward.

It really was a flood, a wave of evil that couldn't be stopped, at least not by himself. Stark slowly brought up his gaze. He stared on, straight into the storm clouds overcoming the skies, the fire and darkness filling the air. Sooner than he would have wished, the desert landscape had completely changed. He flew over a thick forest canopy, the demon army trailing behind him.

"Jesus…" Stark muttered, staring back as the trees he past fell and crumbled under the might of Tartarus' inmates. The army sure as hell moved fast. He moved faster.

He faced forward once more, hearing Friday's calming tone reverberate in his eardrums.

"_We're passing over the Everfree Forest. We'll be in Ponyville in less than a minute if we keep up this pace,"_ Friday stated. Stark nodded, licking his lips.

"Can't see the town yet, but it'll pop up soon," Tony replied. He could imagine Friday nodding in agreement. "Maybe if we kick it in I'll have enough time to evacuate the town. What do you think, Friday?"

The wind could barely be heard whistling by his face.

"…Friday?"

No reply. Nothing. Horrible memories resurfaced on a certain Christmas Eve night in Tennessee.

"Friday!" Stark screamed.

"_Boss, I got incoming! Twenty feet and approaching fast!"_

Tony caught the projectile on his HUD. He spun his neck around, yelled, and dipped downwards. He nearly lost his composure, practically flipping in mid-air until he eventually caught himself. He placed both palms downwards, the thrusters below his feet keeping him afloat.

Hovering to a stand-still, Tony looked up to see the projectile that nearly rammed him.

It was a dragon. Blue flames burned from its scales, a terrible smog radiating from its very breath. With every flap of its mighty wings that scaled the heavens, the trees below it nearly toppled over. Stark watched as the massive beast flew with speeds that could easily rival his own, its destination set forward, straight to…

Stark hovered higher a few feet. Just a few.

His eyes grew wide. He lost his breath.

Ponyville sat in the distance. Princess Twilight's castle lied dead ahead. The dragon roared.

Okay. He found a reason to believe now.

Kicking in the afterburners, Tony Stark propelled himself right above the Everfree Forest's treetops. A good portion of the forest below him had felled due to the onward push from the demon army. Tony tightened his jaw. He flew a few feet lower, blasting apart whatever creature he saw.

As he finally reached the front of the flood, Stark sent off a few missiles to a cluster of trees in his way. He shot upwards, not even watching as the trees fell and crushed whatever demon was unlucky enough to be in their way.

"Friday? Evacuation?" Stark asked again, his worrisome eyes landing on the dragon, shifting to Ponyville and back again.

She answered.

"_No time, Boss."_

Tony gulped, then nodded. "Right."

He flew past the dragon and shot off a few flares to distract it. He heard a deafening roar behind him. Stark ignored it and gave it all his suit could take, practically racing the dragon at that point. He saw the forest disappear beneath him and the valley come into focus.

Soon enough, the first houses appeared, and Tony could only watch as several of Ponyville's populace made their way to the outside world, screaming at the sight of the dragon. Stark could only imagine the looks on their faces, the fear riddled in their eyes, the terror in their expressions.

He didn't have to imagine it long. The dragon swiped at him with a claw, making contact and sending Iron Man propelling to the dirt road.

Right before he could crush a family consisting of a mare, a stallion, and a colt, Stark placed both of his palms and feet straight down, catching himself just a few feet above them. They flinched at the brightness of his repulsors, shielding their eyes.

Once they looked up, fearfully clutching one another, Stark yelled, "Get everyone out of town! _Now_!"

And then he was gone. The family turned and watched as his trail of fire jetted directly for the dragon, directly to Princess Twilight's castle. Directly into the fire and flame.

The moment he heard the roar was the moment Spike dropped what he was doing, scattered his hoofball trading cards across the crystal floor, ran past the mirror he occasionally flexes in front of, and opened the doors leading out onto the balcony.

As the doors were forced open, pushed back only against the fierce, heated wind, Spike ran outwards and reached the end of the balcony.

"W-what's happening?!" he screamed to no one in particular, eyes gazing up into the blackened skylines. The imagery of the skies already casted a heavy shadow over Spike's fearful heart. It only worsened when his assumptions turned out to be true.

Big Mac had left no more than thirty or so minutes ago. Just as he had gone over his newly acquired hoofball cards, Spike was ready to put them away and save them for his and Big Mac's next fun-filled weekend. However, when he heard that roar echoing across the halls and floors of the castle, Spike knew right away what kind of creature was near.

No other monster could make that certain roar…than a dragon.

Just as he assumed. Just as he feared.

Spike clutched the railing, eyes gazing at the dragon covered in flames quickly make its approach over Ponyville. It continued onwards, and to his horror took in a massive breath and released that pent-up power into a torrent of flames.

He stared on, fear overcoming his senses to deny him the truth of what he saw. The dragon released its fire into the ground beneath it, scorching numerous houses, including the road leading directly to—

Spike took a step back. Then another. Then spun around and scrambled as fast as his chubby little legs could push him to the safety of inside Twilight's castle. Right before he could make it inside, just before, he felt an intense amount of heat impact his backside. Along with the heat, the force of the blast launched the baby dragon forward.

He screamed, the intensity of the heat actually managing to burn him. It wasn't natural. It was unlike anything Spike had ever felt, and he could only feel and experience the worst of it as the blue flames overcame his body.

A new type of force impacted his back.

It clutched onto his tiny body, held him tight, and tumbled along the crystal floor.

He grunted, yelped, and screamed until he finally came to a halt. Spike rubbed his head, flinched at his newly acquired burns, and leaned forward.

There, kneeling just a foot in front of him, was Tony Stark. His mask slid upwards. A type of terror Spike had never imagined was etched onto his face. It was a type of fear Spike had never once thought someone such as Tony Stark could express. Yet there he was, staring fearfully, out of breath, at the young dragon.

"Tony?" Spike stated in a clear panic, rising to his feet. Stark watched him, gave him a once-over.

"You good?" he asked. Spike rubbed the back of his neck and turned right to stare at the blue flames clutching onto whatever remained of the purple curtains.

"Yeah, but…" he paused, gulping at the sight of the hallway completely burnt to a crisp. "…What just happened? What's going on out there?"

Their answer came from the horrible roar bellowed from outside the castle walls.

Both Stark and Spike stared at the ceiling, only one of them shaking like an infant child awaking from a recent nightmare. Tony stood up, his eyes gazing back to the young dragon.

"I'll tell you later, but first," Tony said, his mask sliding back down. Spike looked up at him, his reptilian eyes shifting over to the hand extended towards him. "We need to make a break for it."

Spike contemplated for a few moments more, staring at the metal hand offered to him. Another roar shook the foundation of the castle, including the dragon himself. Spike needed no more motivation. He gripped onto Tony's open palm, watched as the metallic fingers tightened around his claw, and yelped in surprise as Stark flung the dragon onto his back.

"Hang on!" Tony warned. Spike had little time to "hang on", because before he knew it Stark was already flying. He took off in the middle of the crystal hall, Spike barely gripping onto his backside as they exited from the balcony. Again, the furnace-like wind pierced Spike's face until he had to blink, nearly making him shed a tear or two from the intensity of the heat.

He looked back, screamed as the dragon came back for another strike, and gripped onto Tony's back for dear life. He felt that same agonizing heat tear into his scales like no other type of fire had done before. Spike heard Tony scream. He screamed as the flames impacted his lower thrusters, his legs, and nearly tossed the duo off course and result in a deadly crash.

However, thankfully so, Tony managed to keep control of his flight pattern, but only for so long. He stumbled onwards, his suit barely holding together as he carried Spike safely out of the invasion.

Just as they were soon to escape to the safety of the Everfree, Spike turned back for one last glance. He gasped, teary eyes staring down at the swarm of demons and beasts overcome what remained of Ponyville. They took down houses like a tidal wave, spreading their disaster throughout the entire village.

And Spike could only watch as he and Tony Stark fled. As they retreated from the fight. As they turned away from all the horrified screams begging for a savior. A hero.

As the army finally impacted Twilight's castle, his home, overcoming the burning castle.

He didn't know why, he didn't know how, but Spike felt something he hadn't before. Maybe it was the size and strength of the demon army below, tearing apart the home where he had met so many amazing friends and lived his life. Maybe it was the dragon, its hellish screams ripping the skies apart as it landed at the tip of Twilight's castle.

No, what he felt was guilt. How he and Tony—a supposed "superhero" on Earth—could just turn and fly away from those who so desperately needed help. To those who were practically dying below them. To those lost in the losing fight.

Spike faced forward and stared at the back of Stark's head.

He continued to stare, continued until he realized something.

Tony Stark wasn't a hero. They didn't need _him_.

He looked back, back to all the ponies Stark had left behind.

They didn't need a hero for this massacre.

And the engines of war kicked into gear, as the baby dragon and the Iron Man made their escape to the Everfree Forest. Whatever remained of it. That's when his thrusters died and the two fell into a free fall.

End of Act I


	48. Dragonheart

ACT II

Engines of War

"Those who deny freedom to others deserve it not for themselves."

—Abraham Lincoln

Demons come in all shapes and sizes.

Who created them? God? The people? The world's own sinful nature? Whoever did, it didn't matter. The real dangers come from the creation itself, and the impact it can have on others. It's not about what kind of impact, it's all about the size and power it'll have. For many, they deserve responsibility for their demons, for having unleashed them upon the world.

For Tony Stark, one could only run away so far.

Most of his life he had spent running from responsibility, from pain, from true torment. He tried to shake it off, tell someone off in a snarky way, throw a party, buy a huge, stuffed rabbit, all just to hide his pain. He knew he couldn't run forever, or hide for that matter. His suits only protected him so much, but even then they could be shattered by enough force.

Maybe that force finally showed itself as Ultron. Maybe now he couldn't keep running and hiding. But he sure as hell could try. He had another life to protect.

As his thrusters finally died several hundred feet above the Everfree Forest, Stark gazed down at the forest below, spotting the ruins of a nearby castle. With the baby dragon clutched on his backside, Tony tightened his jaw and aimed precisely for the castle. He fell straight, aiming himself just like a torpedo.

He spiraled out of control right away.

"Tony!" Spike cried, dangling helplessly from Stark's back. "H-help! I'm…I'm slip—!"

In this midst of his fall, Tony reared back with his right palm and snatched Spike's tail. Yanking him forward, Stark brought the young dragon to his chest, planting his back directly downwards. Spike looked up, straight into the piercing, blue gaze that the Iron Man mask was known for.

"_Hold on_!" Tony screamed and tightened his grasp across Spike's back. Spike complied without question, shutting his eyes as tight as he could and gripping onto whatever piece of armor he felt near him.

Stark spun his neck around at the last second, watching as the castle ruins approached closer and closer. He brought his neck forward, held onto Spike tight, and gritted his teeth. The moment of impact was heard only by the sound of crumbling stone and mason, followed shortly by skidding metal against solid concrete.

Spike fumbled in his grasp, but soon was finally able to relax as they finally came to a shuddering halt. Noting how Stark's arms fell to his sides, Spike pushed himself off of his chest and resulted to a sitting position. He looked around, past memories resurfacing just by a short glance of his surroundings.

Tony had landed in the Castle of the Two Sisters, their throne room to be precise. He looked away from the shattered thrones and torn curtains and onto the man below him, how he slowly rested the back of his head onto the ground, a soft clank echoing.

That sound was quickly drowned out by the ferocious roar of the dragon the two had previously encountered and barely escaped from. Spike shot his neck around, spotting a light source directly above from the hole Tony had created upon his entry into the castle. He stared for several seconds on end, finally returning back to Stark just as the man groaned.

"Alright," Tony muttered, his head rolling back and forth. "We're good now. Get up."

Spike obeyed without a word, but with a simple nod. As the young dragon was off and finally touching ground, Stark reached up and jammed his palm right above his chin, pushing his golden mask upwards to reveal the spent face beneath.

He breathed in, taking in the dusty and filthy air but exhaling as if he had breathed in a bundle of tulips. Spike frowned, stepped forward and asked, "You sure?"

Tony looked his way, turned his eyes to his own chest and nodded.

Spike still didn't buy it. He crossed his chubby arms and asked, "Alright, so are you gonna tell me what happened now?"

"That's the plan," he replied.

"Well…" Spike egged on, a brow rising curiously, his eyes shifting from the dark clouds building outside to the big man in the suit of armor.

Said big man suddenly wasn't feeling so big as he usually had. The expressions on his face gave Spike plenty of indication of that. They shifted from pain, to worry, to grief, and ended with depression. Tony finally sighed, laying his head back onto the concrete floor.

He stared up into the ceiling, up into the several holes scattered to and fro, and stated as simply as he possibly could…

"We lost."

Both of Spike's arms fell to his sides. He remained silent from what Stark could actually manage to hear. Another roar broke through the air from the outside world, echoing throughout the ruins of the castle. Exhaling through chapped lips, he sighed and continued.

"He made it through before we could stop him. The gates…" Stark paused, heard Spike release the smallest of gasps, then moved on. "The gates are gone. Ponyville'll be taken in ten maybe five minutes tops. They're heading for Canterlot next, which is why we need to get there first."

"To do what?"

Tony leaned forward, spotted Spike looking at him curiously, though a tad worriedly. Cringing, Stark propped himself up, resting on his rear as both arms now lay worthlessly on his armored thighs. He shook his head, staring straight ahead at nothing.

"You know…for the first time I _don't_ really know." Spike's eyes softened, a feeling of hopelessness building in his green, reptilian irises. Tony smiled and shook his head again. "I'm kidding. This hasn't been the first time."

And then he frowned, his chubby, little arms crossing over one another yet again. Stark ignored it, saying, "You can ask Cap when we meet him up at Canterlot."

He was preparing to stand back up, but stopped only when Spike spoke again. It wasn't much, but it was just enough to compel him to halt in his actions. "And what about Ponyville?"

Spike saw the man before him freeze up, as if the weight of the situation had finally compiled and fell upon his shoulders, pushing him back to the ground. Tony's knees slowly retracted closer to his chest, his arms resting on each armored kneecap. He continued to stare straight forward, even his breaths growing more and more silent.

Spike didn't stop. He pestered on, each word digging deeper into Stark's chest. "My home? All of those ponies? You're just gonna leave them to…die?"

Tony shifted his attention over to his legs, at the scorch marks burnt against his thrusters. He shut his eyes tight, closed his mouth, and said, "Ultron already won. We don't have much time left."

"Well, if we already lost, then why come back to save me?"

If it looked like he was caught off guard, many would believe, but he would definitely deny it. Still, Tony looked to the young drake and offered a weak smile. He replied, "I'd rather not have Twilight on my back about how she lost her…" he stopped when he saw the look on the dragon's face.

He sighed, "Just because _we_ lost…doesn't mean we have to lose those we care about in the process. If there's just a smidgen of hope, I'd never turn it away. When life gives you that much…I'd prefer to take it as quickly as possible."

He stopped, eyes growing wide. Just before he could catch himself, Spike interrupted him.

Spike didn't waste a second to jump on that, literally. He hopped right in front of the man, standing right in-between his feet. With his claw pointed directly to Stark's glowing orb, he—surprisingly enough—shouted, "Then we don't turn away, Tony! You see a smidgen of hope left, then you take it! There are still ponies that need our help, _your_ help!"

His eyes softened once more, his eyes a tad misty. He said, "I know it. _You_ know it."

Slowly, more and more, Stark found himself believing each word that came out of the dragon's mouth. He was practically mirroring his own statement, turning it against him, and convincing him otherwise. It was good. That much he could tell the little guy.

However, from past events ranging from New York to Sokovia and now to Equestria—past failures to be precise—words meant little to nothing. What point were words if there was no heart behind it, fueling it, giving what all the lost truly desired? Where was the hope?

When he finally responded, even Stark was slightly surprised to hear himself.

"I'm no hero," Tony muttered, his gaze falling.

Even then, Spike had a rebuttal. "You don't have to be. Just because you lost one battle, doesn't mean you lost the war. You're still alive, so that's worth celebrating. We're still together, right? Your friends…?"

Tony nodded. Spike continued. "_My_ friends! You don't give up, Tony. Maybe that's what Ultron wanted to destroy all along, but he didn't, not yet anyways."

Now he looked at him. What little light there was shined down upon the young dragon, illuminating him out of the dark that surrounded them both.

"That's something to believe in, Tony. You can call yourself whatever you want, but a hero is someone who risks their life for others, which is _exactly_ what you've been doing ever since I first met you. You may not believe it but we _all do_."

Stark's jaw remained slightly ajar. He hadn't blinked for the longest time.

Spike continued, his eyes burning. He held out his palm, counting on each claw. "Twilight believes it… _I_ believe it… Everypony does. It's just a matter of accepting it. Who cares what happened! All that matters is _now_, and what you do to stop it from ever happening again. Because if you're not a hero, Tony…you can bet every bit you're an Avenger."

He held out his claw to him.

"And we're with you."

There it was. Tony shifted his eyes from Spike's claw, to the little guy's eyes, and back to the claw. It was a routine that was already older than Steve Rogers, according to Stark. He believed that, he accepted, which is why he could be proud of it and move on. He could move on from his past failures, remember them and learn from them just as easy as he hid them away.

Of course they'll still be there, bothering him to no end, but it hardly mattered now. Whatever God-given power the young dragon must've had to convince Stark otherwise…then he was taking it as an absolute. Whatever happened because of him didn't matter now. He'll bear that weight, Stark will, but it didn't matter anymore. It didn't matter to Tony because he found it. There it was.

The heart.

And it was almost as prominent as the thunder in the distance.

The two suddenly shifted their eyes upwards to the open ceiling, noticing the dark skies be filled with the power of heaven's mighty sword, or hammer in this case. Stark slowly grew a smile, standing back up to full height.

"Here comes the cavalry," he stated proudly, earning the interests of the only other being present. Spike spun around to stare up at him, at his mighty height. Stark clenched both of his fists, the repulsors on his palms glowing fiercely in the darkness.

He asked, "What are you doing?"

"Like you said…" Tony looked down at him, his mask closing and locking in place. His eyes illuminated a bright and very fierce blue. "…Avenge."

He held out his metal palm to him.

"Come on, Draco," Stark said, his voice heavier and more robotic due to the mask's alterations. "We got a war to win."

Spike slowly began to smile, his eyes turning to Stark's open palm. Cautiously enough, he placed his claw right in-between his fingers, managing to say, "My name's Spi-_AHHHH_!"

Of course, he could only manage so much before Stark kicked in the afterburners early. Tony Stark blasted out of the ruins, his gloved hand lighting up with the other holding onto the claw of a screaming dragon.

He spotted Ponyville in the distance, the dark clouds infecting the skies and the demon army flooding the hills. The ponies still crying, still in pain. Still praying for those heroes.

"Avengers, can you hear me?" Stark announced in his comms.

"_Loud and clear."_

_Barton,_ Tony thought.

"_I read you, Tony."_

_Cap._

"_Here!"_

_Thor._

"_You got something?"_

_Natasha._

"_Yeah?"_

_Twins._

"_Stark…?"_

_Vision._

To his left, even when he was flying at high speeds, Tony caught Hulk slamming into the Everfree below him, knocking God knows how many trees aside before he kicked up and flew forward again, straight to Ponyville. His roars were a hell of a lot more terrifying than that dragon's. Tony smiled.

_And Bruce…_

"Then head on over to Ponyville. It's time to show these scumbags what happens when you mess with our friends."


	49. Big Ponies Don't Cry

Hell on earth.

That is all that could be described.

The quaint—and somewhat peaceful—village of Ponyville had undergone a terrifying new change. Darkness plagued the heavens above, beasts beyond fear and terror filled the skies and roads, tearing apart anything that drew near. The townsfolk had little choice in the matter, choosing to either flee or hide. Neither seemed to help in their favor.

As families scattered for their lives, others choosing to flee into nearby homes for protection, the creatures of the Underworld broke into Ponyville like a furious storm. Many took great pleasure in chasing down the fearful, others erupting near houses into flame. Demons, ranging from large serpents, gorgons, cyclopes, chimeras, and every other type of demented hell spawn tore down the very foundation that kept Ponyville together.

The lone dragon, covered in every scale with a blistering, blue flame, observed the children of Typhon assimilate and destroy what remained of Ponyville. Its ferocious stare, each iris a slit burning with the strength of the deepest ember in Tartarus, narrowed below him. It dug its claws into the burning castle, releasing an ear-splitting roar to the road below.

And the one who landed in it.

In one, clustered unison, the creatures and demons all halted in their actions, spinning to the center of Ponyville to witness such a small creature stand so bravely, so powerful, so willing to fight. If what the glare in his eyes told, he wouldn't be backing down so easily as the fearful ponies had.

Good. A nearby chimera licked its lips.

His weapon was admirable, his statue even more so. His red cape flowed in the burning winds, his long, golden hair doing just the same. The dragon covered in bright blue flames released another roar that shook the earth. It spread its mighty wings, taking flight and making its retreat. Another battle for another time.

And Thor watched it leave, a small smile gracing his features. Not because the bigger threat was already gone, but because he knew what scared it off.

It didn't retreat because of him…

He raised Mjølnir straight forward at a cluster of hellish monsters. They shrieked and cried, but held their ground, their fiery eyes glaring at the god.

"Return to the fire pits from whence you came, creatures!" Thor shouted, his voice a loud boom to all those around him. Several ponies taking shelter popped their heads out of their cover, watching the scene unfold right near town hall.

Thor's eyes shifted from one demon to the next. He noted their teeth glistening in the fires that consumed the town of Ponyville, their claws digging into the earth below them. He frowned, gripping Mjølnir a little tighter.

"If you do not heed my warning…you will urge me to use force."

A pair of demons hissed, and then were immediately stomped to death. Clusters of creatures backed away, leaving a large path open. Thor stood his ground, eyes narrowing on the one so willing to stand up to him. Though not as surprised as many of Ponyville's citizens still hidden, Thor watched as a massive orc appeared, standing a good three feet higher than the God of Thunder himself.

It sneered at him, raising its massive fists above its head. It was fully intending to bring them down on the small, puny god.

Until it got the shock of its life and was launched backwards like a bullet.

The sea of demons shrieked in surprise, many backing away while others were not so fortunate. They turned to watch as the orc simply disappeared once it impacted numerous others, lost in the wickedness. Slowly turning back, the beasts and creatures of the Underworld stared at the golden-haired god, his hammer lowering.

He bent his neck, a satisfying crack heard only by him. Spinning Mjølnir at a rate none could keep track of, Thor glared at the many and muttered, "So be it."

Then they charged.

Upon the lone god, the armies of Tartarus rushed forward in a wave that could not be held for long. Thor, however, stood his ground, spinning his hammer about as the winds began to pick up, as the cries from the demon army grew nearer. Just as they were about to strike, just as Thor was soon to unleash a torrent of heaven's mighty power upon them, help arrived in the sense of a monster.

A green, bellowing, rage monster.

Impacting the earth with speeds that were almost unreal, Hulk was quick to recover and brought his palm back, smacking aside entire groups of demons. He roared, shaking the earth and terrifying the weaker, smaller hell spawn.

The two went at it, taking out any creature that dared to draw near. A chimera pounced on Hulk's back, but was quickly shaken off once Hulk snatched its serpent tail. It tried to bite him, the serpent did, but Hulk already had the creature in his grasp. It smashed the beast into the earth, spinning it and launching the chimera right for Thor.

He swung his hammer, grunting as it hit its target right in the goat's face. He sent the beast flying into others, much more rushing past and charging the Son of Odin. A cyclops, to be exact, lifted up a nearby carriage and was soon to fling it at the god, but was blinded once a golden beam impacted its only means of vision.

It cried out, covering its eye as Hulk tackled it into a house.

Spinning towards the location of the beam, Thor saw as a being coated in light flew down from the darkness, sending another beam of golden energy right for a cluster of demons, slicing them to shreds. Said being finally came to a rest right by Thor's side, cringing a tad in signs of pain, before finally nodding to him.

Thor nodded back. Nodded to Vision.

He was not the only one to arrive just in time.

Followed by several chariots, the Equestrian Army descended from the skies and touched down onto whatever piece of land wasn't littered with bodies, fire, or debris. Once they were settled, droves of ponies covered in golden armor piled out of the chariots, wielding shields, spears, and swords alike. Without order, they charged headlong into the fray, doing battle with the enemy forces.

However, Thor's focus wasn't on the ponies rushing past him. He turned to face the chariots once more, watching as Captain America led the charge. With his shield in tow, following the Captain were Black Widow, Hawkeye, Pietro and Wanda Maximoff, Starlight Glimmer, as well as Twilight and all five of her closest friends.

He lifted his head up high, spotting Tony Stark drop off the young dragon Spike to the closest carriage before he eventually caught up with the rest of the Avengers.

They grew closer. Vision saw so, as well. Thor jammed his hammer into the air, striking down lightning upon his weapon, granting him even greater strength. The Hulk flew down and captured the head of a nearby demon nearing Thor's position. Clenching his fist, Hulk crushed the creature's skull, flinging the dead body to the dirt.

Hulk faced forward, straight to the hellish monsters doing battle with Equestria's Royal Guard. He bellowed out a fearsome roar, one that untied and strengthened the others behind him. He charged without a second thought.

Thor swung his hammer upwards, gaining flight and bringing his hammer down. Lightning bolts rained down from above, striking Mjølnir as the God of Thunder drove into the enemy forces.

Clint Barton pulled out three arrows, firing all of them into three perfectly aligned targets. He ran forward, keeping up right with the Widow.

Natasha Romanoff pushed forward, revealing two electrically charged batons in each hand.

Captain America pulled his shield off of the magnets, flinging the disk as hard as he could.

The Vision took to the air, his forehead glowing.

The twins were a blur, Pietro carrying his sister as they were the first to strike the army.

Tony Stark finished it by flying right past Captain America, his palms facing the enemy army and lighting up as bright as the sun.

They charged together, united, and struck the enemy with ferocity beyond anything Equestria had ever seen. Beyond anything Twilight had ever seen. As for the Alicorn, she and her friends were busy aiding civilians. Rainbow Dash, Applejack, Rarity, and Twilight were holding off any form of monster that drew near, allowing Pinkie Pie and Fluttershy to get ponies out of their crumbled houses.

Starlight aided them, yet Twilight knew not whether to consider her a friend. In the situation they were forced into, for now she'll see her as an ally. For now.

They moved to one house after the other. Rainbow and Applejack did most of the fighting, either swooping down or bucking any creature that got too close and way too friendly. Twilight and Rarity only fired off a protective spell or energy beam when they felt they were overwhelmed, which—unfortunately for them—was every other second.

In the midst of the chaos, finding a very short moment to catch their breath and allow Fluttershy to pull out a frightened family from the rubble of their home, Twilight turned her attention to the familiar sound of a repulsor blast.

She stared down the road, her jaw falling.

Beyond town square, Twilight watched as the Royal Guard did battle with the armies of Tartarus, but even then she wasn't paying too much attention to them. She stared at the nine super-powered beings tearing apart the very foundation of the demon horde.

Clint and Natasha were side by side, one firing off arrows and the other beating the life out of the smaller, more agile creatures. Once others drew near to Barton, he used his bow as a handheld weapon, smacking demons across the face with it and jamming the tips of his arrows into the foreheads and eye sockets of the creatures.

Captain America slid across the dirt road, his shield in one hand. Dodging the swipe of a gorgon, Captain Rogers appeared behind the foul creature and slammed the edge of his shield against the monster's back, knocking it forward. With the advantage, Steve took out the smaller demons that rushed him from all directions, either punching or launching them back with his shield. Once they were out of the way, without turning to face it completely, Steve tossed his shield behind him, hitting the gorgon right in the face, and finishing it by retrieving his shield and tackling the beast.

He ended the creature by slamming the edge of his shield right in its forehead. He looked up, watching as Stark and Vision took over the skies.

The two dodged and weaved like nimble acrobats, blasting apart any winged beast or harpies that drew near. Firing off a multitude of rockets from his shoulders, Stark followed the rockets' path and landed in the dirt road. Most of the rockets hit their target—a massive cyclops swinging a tree back and forth—but Stark finished it with a repulsor blast right in its face. The beast cried out one last time before falling backwards, crushing any demon that was unlucky enough to be caught in its shadow.

Stark fought from the ground, being swarmed in seconds and blasting apart any demon that drew near. Vision flew by, slicing apart the demons surrounding Stark and eventually landing next to a certain red-eyed witch.

Having torn several monsters apart with her bare hands, wielding and manipulating her unholy magic, Wanda spun her neck around to see the android grab the head of a demon going for her backside. He jammed his fist into the creature's abdomen, his entire forearm fazing through the creature's chest until he ripped out the monster's heart. He knocked the creature to the ground, taking flight once more.

Watching this, Wanda had nearly missed the giant serpent slithering her way. She would have missed it if it hadn't been for her brother punching it across the face. Seeing the blur, Wanda grabbed hold of the serpent, twisting her fingers until the animal was torn apart, its bloody corpse tossed aside like garbage.

Pietro gritted his jaw, ignored the pain flooding through his fists, and charged on. Time was irrelevant to him, and he ran through it all as everything else slowed down so suddenly. He punched demons across the face, he shoulder-checked several others until he felt bruises on his skin, and he tore through the weaker pawn just as Hulk did with the stronger, more powerful monsters.

Nothing stood in his way. Hulk was literally—and quite indefinitely—an unstoppable force not to be reckoned with. No matter how many swarmed him, jumped on him, tried their hardest to take him down, he fought back stronger, better, and more feral than ever before. He recently ripped the horns off a withering chimera, using them to impale many of the weaker hell spawn. He tossed a horn right at a cyclops's shoulder, using the other to jam it directly into the beast's only eye.

The two titans crumbled to the ground, kicking up a mighty helping of dust that swarmed across the God of Thunder. Much like the dust surrounding his vision, several beasts circled Odinson, striking at him whenever he appeared to be open and defenseless. However, that opportunity never happened. Thor struck down just as many creatures that tried to attack him, using his hammer and fists in collaboration to the destruction of his enemies.

He screamed, having a lightning bolt strike down upon Mjølnir. Thor spun around and electrocuted those behind him, taking a step back and flinging his hammer. The hammer hit many foes, breaking their skulls and pushing their tangled bodies to the dirt. However, he wasn't aiming for them.

Mjølnir hit its mark in the back of an orc's head, an orc gripping Natasha Romanoff's smaller frame with its mighty arms. The orc grunted in pain, allowing Natasha to strike her baton in the beast's jaw. It dropped her, allowing Barton a perfect shot: an arrow right between its eyes.

They molded, flexed, and fought together in one unit, one unstoppable team. The way they fought, the way they corresponded to one another was surreal, almost like they had practiced for such a pivotal moment. She was so astounded by their skill and ability that she almost blocked out the constant cries for help.

"Hey, _Twilight_!"

Almost.

She finally allowed herself to breathe again. Having transfixed herself with the Avengers and their battles, Twilight had nearly forgotten about her friends and their duties. She spun her neck around, her gaze meeting Starlight's halfway.

The pale pink unicorn motioned her head over to the rest of Twilight's friends, a large crowding of Ponyville's civilians behind them. Studying them, counting how many they had rescued, hopefully many more once the Avengers clear out the town, Twilight turned back to Starlight, giving the unicorn a simple nod.

As she and Starlight approached, the crowd began to grow restless, flinching at every roar that resounded through the air. Once Twilight stepped forward, however, they gawked at her, others saying her name and begging for an explanation to the madness they were trapped in.

Applejack saw them approach. She took off her hat, turning to Twilight. "Twi, we rounded up as many ponies as we can. Ah don't think there are any others we can get to until the Avengers push out these flocks of monsters."

"What about Sweetie Belle?" Twilight asked, turning to Rarity, then back to Applejack. "The Apples?"

"Ah told Big Mac ta get our family as far away from Ponyville before we left. Ah told Mayor Mare the same thing, but uh…" she paused, taking a look at the remainder of Ponyville's populace, then to the shivering mayor. "She probably couldn't round 'em all up in time."

Twilight nodded. "I _have_ noticed that Ponyville does seem a bit short on ponies. Hopefully the majority of the town made it somewhere safe in time." She turned to Rarity.

Rarity bit her lip, saying, "Sweetie Belle is with my parents. They have taken Scootaloo with them to join the Apples, I presume?"

Applejack nodded, earning a sigh of relief from the unicorn.

"Then come on!" Twilight stated loudly, earning the interests of the large crowd behind her friends. She spread her wings, yelling, "We'll aid the Avengers and the Royal Guard in cleaning up this town! Everypony, follow me!"

Leading the charge, Twilight was trailed quickly by Starlight and Rainbow Dash. Applejack and Rarity were quick to join, Fluttershy and Pinkie protecting the injured and worried civilians through the streets. The five mares ahead of the group spotted the battle ensuing just ahead, so very close.

Twilight, Starlight, and Rarity each charged up their horn, firing off several blasts of magical energy straight into any target they spotted. Rainbow Dash took the lead, making a speedy entrance and slamming into several demons at once. Applejack joined her, the five mares now headlong into the fray. Meanwhile, Pinkie and Fluttershy carefully guided the terrified group of civilians safely through the fight.

That is until a pack of hellhounds caught the group by surprise.

A horrifying howl broke across the air, earning the interests of Pinkie Pie, Fluttershy, and the rest of the ponies behind them. They turned to the street ahead, breaking their focus from the battle to their left and onto the pack of hellhounds charging them.

They appeared like normal dogs, almost like wolves in a sense, except their fur was replaced by burning cinder or flaking ash. Their eyes all burned a hellish red, their jagged fangs dangling from the roofs of their jaws. Pinkie Pie yelped, hiding behind Fluttershy. The Pegasus, however, was far from backing down. She stood her ground, her focus trained hard on the approaching group of hounds.

She readied herself, prepared every bit of strength she had left in performing "The Stare".

She quickly realized she had no need to. A circular disk colored red, white, and blue hit the pack leader in the side of the skull.

The rest of the pack skidded to a halt, facing their crumbled leader then turning to the source of the attack. Captain America rolled forward, his shield equipped and ready for action. In no time, the remaining five hounds were on him, slashing at him, biting near his neck. The Captain countered, flinging the first hound off his back and hitting another.

He flung his shield to two more, the weapon hitting each in the head and knocking them out clean. Before his shield could come back, the last hound was upon him, knocking the Captain flat on his back. He held it off, clenching his jaw as his forearm was the only thing keeping the snapping jaws away from his face.

A shade of pink later, and the hound was off.

Steve Rogers leaned forward and allowed the electromagnet on his forearm to attract his discarded weapon. The shield returned to him, allowing the Captain to spin around and slam the edge of the shield on the dog's forehead, knocking it out.

He stood up, breathing in heavily. Steve turned to the pony lying by the motionless hound.

"Nice work, Pinkie," Steve breathed. Pinkie Pie replied with a weak salute, collapsing on the dirt in a clear sign of exhaustion.

It seemed to go around. Steve took in a few, calming breaths before he placed his palm near his ear. "Stark, what's our situation?" he announced in his comms. He rammed his shield into an oncoming demon, knocking it flat on its back.

"_Nearly got the town cleared out. We'll finish up here; you get as many civilians out as you can."_

"Copy that," Rogers replied, lowering his gloved palm. He turned back to Fluttershy, her curious eyes gazing up at him. "Are these all the civilians you could find?" he asked with his hand prompted towards the group behind her.

Fluttershy nodded, though a tad on edge. "Y-yes, well, w-we haven't really checked anywhere up ahead y-yet," she addressed, her shivering hoof pointed forwards.

Captain America nodded to her, facing forward. "Then we'll do just that."

He took off at a fast jog. Fluttershy motioned the group to follow her, which they did without question, and continued down the road. Pinkie was reluctant to follow, but after shaking the dirt off of her like a dog would shake his wet fur, she hopped right alongside everypony else.

"Stark, I got a group of civilians that need a safe passage out of town," Steve stated in his comms. "We're moving up now to hopefully find some more."

"_We got you covered,"_ Tony replied. Steve looked up to see Stark's trail of fire fly overhead, his repulsors doing a significant amount of damage to a group of orcs. He landed in the dirt road with a solid thud, blasting apart any demon that was unlucky enough to be in his line of sight.

As the Avengers continued to push forward, joined by the Royal Guard and Princess Twilight, the creatures that managed to use half of their brain quickly realized it was a losing battle. Their brothers and sisters lied dead in the streets, their own deaths soon to follow if they didn't retreat right away.

With a bellowing cry, a massive orc pointed to the mountains in the distance, to the city of Canterlot, and screamed, "Fall back!"

What remained of the demon army made an about-face, hissing and crying before running to their retreat. Any stragglers were instantly taken down by the powerhouse of the Avengers' fighting force, leaving only little winged beasts actually escaping. Noticing the lack of enemies, the scattered Avengers all turned to see the enemy army drive out of the town and towards the hills.

And that was it.

Captain America slowed to a halt, his eyes gazing at the last remnants of the demon army quickly make their escape. He scanned the area, spotting the rest of his team surrounded by dead bodies and ponies covered in golden armor, smothered with blood.

He saw Twilight and the others. He turned around and motioned Fluttershy and Pinkie Pie forward, which they agreed to with a simple nod.

"Nice work, guys," Stark announced, his glowing blue eyes scanning the battlefield and shredded bodies of their foes.

"We're not finished yet," the Captain stated, earning the interests of many. He pointed to a group of Royal Guard, shouting, "I want you all to start digging through these houses! Find as many ponies as you can! We're not leaving here unless everyone is accounted for!"

The majority of the guard nodded, accepting the order. Steve Rogers watched as they all got to work, pushing aside destroyed lumber and housing and calling out to any survivors. He turned back to his team, to all of them minus Hulk approaching him. As for Hulk, he was busy tearing the heads off of a few dead beasts scattered across the road. Just for precaution, Rogers hoped.

"Are we all good?" Steve asked, turning to his team. "Is anyone hurt?"

The Avengers shared a few glances with one another, none of them nodding.

"Okay, good. Now, we start looking for civilians," Steve said, placing his shield safely on his back. He spun around, spotting the violet Alicorn sitting not too far away, her friends and Starlight surrounding her. "Twilight, I want you and your friends to—"

He stopped.

He quickly realized what had happened. The others did too, turning to stare into the flame.

Twilight Sparkle sat silently, she and her friends all staring straight ahead. The ash rained around them, cluttering together in Rarity's mane, but even she didn't seem to mind much. Each one of them, even the group of ponies that were recently rescued, seemed to stare straight ahead, never blinking, never speaking.

Just staring.

Straight into the flames that consumed Twilight's castle.

The Alicorn remained silent, unmoving, as if the world around her didn't matter. As if nothing mattered. She just stared in silence, the burning winds whipping her mane across her face. Even then she was unmoved, her lower lip quivering, fresh tears boiling in her eyes.

The remainder of her friends shared similar—yet some being strikingly different—emotions. Fluttershy shed a few tears, her hooves rising to cover her dangling mouth. Rarity was already crying out loud, crying about the loss of such beauty. Pinkie joined her, her forelegs wrapped around Rarity as the two shared in a simple, yet heartbreaking hug. Others, including Applejack and Rainbow Dash, held looks of disbelief and shock, yet they didn't cry.

Starlight Glimmer, out of all the others, appeared to be indifferent.

The Avengers watched the castle burn, the very sanctuary they were welcomed to once they landed in an unknown world. It turned them the wrong way, yet it didn't break them, not like it did for Twilight or her friends. Their gazes were hard, their expressions even harder as they stared into the flames, the fire dancing in their eyes.

Steve remained rooted on reality. He continued to breathe steadily, a pang of guilt washing over him the moment he heard the crying erupting from the mares ahead. His focus may have not been entirely focused on such matters, however; there was something else that caught his interests.

Something that didn't feel right.

The Captain slowly looked to the ground, noticing a small patch of dirt pushing against the surface, small cracks forming around it. There was a slight rumble that he managed to hear, a tiny shake coursing from his feet to his thighs. It would have been easily unnoticeable for anyone else, but Captain America wasn't like everybody else.

He felt it. He knew the others did, too.

"Stark…?" Steve murmured.

He heard the sound of Tony's neck twisting towards him.

"You feel that?"

Stark shifted his attention downwards, his blue eyes gazing to the earth below. For several seconds he was silent, studying and analyzing miles below the surface.

He slowly brought his head up, gazing at the fires burning Twilight's castle.

"Oh, no…" he said.

Steve spun his neck around. "What is—?"

A tremor cut off the Captain's question, a tremor so powerful it nearly knocked even the Hulk onto his back. Everyone and everypony was down, trying to find their footing, screaming out of fear, confusion, and worry. The ground continued to tremble. Steve looked up, noticing several cracks build across the road's surface.

He noticed the sheer panic everypony was in. He saw Twilight still remaining frozen, horrified by the flames covering her home. Ponies scattered back and forth, ramming into one another and tripping face-first into the dirt road.

"Stark, what do we got?!" Steve yelled, finally finding his footing once the tremor began to die down.

Tony hovered several feet off the ground, shouting, "Something _big_! We need to clear out this town now! We got the civilians, you order the guard!"

"Roger!" the Captain replied. He watched as Tony and the remaining Avengers all motioned the scattering ponies to safety, herding them as they would cattle. Captain America held his ground, ran forward and shouted to the stumbling guard, "We got civilians! Get them out of here _now_!"

Many nodded, waving their hooves over to the lines of ponies stumbling amongst the chaos. Steve watched as carriages were filled to the brim with the last remnants of Ponyville's civilians, each carriage taking off one by one, separately and in succession. Sooner than he expected, all of the carriages were gone, leaving only one.

Spike waved them all forward from the last carriage, his eyes growing wide.

Captain America followed his gaze, as did the rest of the Avengers, as did Twilight's friends and Starlight Glimmer. Twilight was the only one ambiguous to the whole ordeal, her eyes remaining glued to the fires whipping across her castle, engulfing it. She paid no heed to the rising earth directly to her left.

The earth began to crack, spreading across rows of empty houses and finally stopping, cutting off a small tower in half. As the earth broke off and quickly began to rise, that tower fell apart, falling down straight for the last carriage. Steve screamed, so did many others.

Spike gasped and closed his eyes, prepared for the worst.

Just as the tower crushed the last carriage, Spike was yanked out of the way by a red stream of energy grabbing hold of his body. He was brought forward, directly into the arms of a young woman.

The Avengers turned to her, to the Scarlet Witch.

She looked to the Captain. "Got him!" Wanda said, holding the shell-shocked dragon in her arms.

None of them responded, not even Stark. Another tremor shook the earth, bringing everyone's attention back to the situation at hand. They all stared up, gazing fearfully at the rising earth carrying with it several houses. It continued to grow higher and higher, several chunks of rock breaking and falling right for them.

They all easily dodged, Steve rolling out of the way of a falling rock.

He gazed at the massive piece of floating land, horrible memories resurfacing. He screamed, "Stark, is the town clear?!"

Tony quickly flew up about a hundred feet in the air, dodging several rocks intended for him if he hadn't moved. He performed a quick scan of the area, looking back down to the group. "Everyone's out!" he shouted.

"Then that means we are, too," Captain America stated, turning to the rest of his team. "I don't care how you do it, just get to Canterlot!"

He nodded to Thor. The God of Thunder nodded back, spinning his hammer around wildly.

Before Wanda could react, she was scooped up in the arms of another. She turned her head to the right, spotting Vision's eyes staring directly into her own. With the Maximoff twin and the baby dragon secured, Vision took to the skies, his destination centered on the mountain in the distance.

Pietro watched them leave. He was quick to follow, speeding out of the town and over the hills with a trail of dust following him.

_Four down…_ Steve thought, turning his attention over to Twilight and her friends. His heart nearly stopped to see that Twilight hadn't moved a muscle.

"Hey!" the Captain shouted. Several colorful heads turned his way, away from the rising and earth and onto the distraught Captain. "We need to leave now!"

"Working on it!" Rainbow replied, spinning back to Twilight and shaking the mare madly. "Come on, Twi! _Get up_!"

She continued to stare blankly ahead, fresh tears falling from her cheeks.

"What's the holdup?!" Tony asked, dodging more and more falling rocks. He hovered in place, analyzing the rising rock further and further, worsening his fears, darkening his heart.

Her friends screamed at her, begged her to come back to them. Twilight was lost, every shred of reality stolen from her, leaving the Alicorn in a husk of time and space. She sat gazing at the fires, contemplating just how it was possible. For her home—the home she built out of the love and friendship her friends had cherished—to burn so easily.

Did it mean nothing? Did all the hard work, pain, and loss mean absolutely nothing? How could she allow something that united her and her friends burn away just like that, as if all of their past successes and failures meant absolutely nothing? As if the symbol of her hope and friendship meant absolutely nothing.

That _she_ meant absolutely nothing.

Her hearing returned shortly as the ground erupted behind them. Spinning about, catching her breath, Twilight and her friends watched as Hulk bent down to their level, his arms extended. In his right arm laid Natasha, her hand held out to them.

Twilight shifted her eyes from the gloved palm to the Widow, to the Hulk and back to the palm. She reached out and placed her hoof in Natasha's hand.

The rising earth broke in two.

Captain America shielded his face with his arms, Thor flying down and scooping the soldier right off the ground right before a chunk of earth could crush him. Tony did the same for Clint, holding the man by his forearm and taking to the skies.

Twilight's eyes slowly glazed over each of her friends, each one of them safely secured in Hulk's left arm. Starlight caught Twilight's stare, sharing a surprising look of sympathy with the Princess. With Natasha holding her still, Twilight looked back to see the world behind her slowly grow smaller and smaller, the flames consuming her home growing dimmer.

The rising earth falling apart, the Hecatonchires screaming its freedom cry over the burning village of the ponies.


	50. Freedom Day

Ultron watched from afar as a purple dome of magical energy slowly but surely consumed Canterlot, the capital of Equestria. It shimmered in the dying sunlight, the dark plague of war consuming the heavens until nothing was left. No light. No hope.

The dome was finalized, covering all of Canterlot in a protective, bubble-like shield.

Like it hardly mattered. His eyes in the sky told him otherwise, seeing none other than the Avengers enter Canterlot's protective barrier just as it shut them inside. It would hold them, but not for much longer. He narrowed his gaze on the city in the mountain, the haze flickering from his boiling, red eyes.

Ultron shot up his left hand, motioning his claws away from the city. Still staring, still silent as the dead wind around him, Ultron saw in his peripheral vision as thousands of his sentries took to the skies, joining alongside beasts covered in flame. The winged creatures from Tartarus' darkest pits infected the skylines, filling them as did the darkness.

Half of his army went for Canterlot, the remaining half joining the beasts over the mountains. Ready to spread its disease to the rest of the world.

The skies were filled with lights of blue and red, from the flaming beasts to the artificial intelligence freed from their oppressors. An unsettling evil fell upon the world, or would soon do so. Either way, Ultron would see it with his own eyes. His eyes always in the sky…as the world fell one nation at a time.

Still staring off at Canterlot, at the purple dome assaulted by his sentry army, Ultron spoke.

"I assume your brothers have crossed the seas?"

Without spinning his neck around to meet his gaze, Ultron felt as the earth shook behind him. Four massive hooves struck the ground as the centaur moved forward, a terrified mare struggling in the beast's tight grasp around her throat.

Tirek came to Ultron's right. He brought up the unicorn mare, sucking the magic right out of her and tossing her to the ground, eyes blank as well as her flank.

Growing slightly, horns extending, Tirek clenched his fists and eyed the city in the distance. A furious blaze engulfed his vision, a deep snarl building at the bottom of his throat. He said, "I have _no_ brothers."

"Always so helpful," Ultron muttered, closing his eyes. Through the blinding winds and black clouds, the horizon appeared, soon to be engulfed. Below him, titans of massive proportions, children of the earth, entered the rising seas. Their destination—as well as many other sentries—was to the land ahead. Another nation ready to fall.

Ultron opened his eyes.

"Soon enough," he began in a low, lyrical voice. Tirek slowly turned his way. "Equus will feel the strength of millions of abandoned souls seeking vengeance for their just crimes. They speak of justice as words of worship, like they actually believe such a fallacy. It means nothing."

Tirek sneered, eyeing Canterlot with fire in his gaze. "They have shown their true colors for millennia. But they were blinded before! From here…" Tirek stared forward, noticing the children of Typhon filling the hills, tearing down the forests, all twisting their necks to the city in the mountain, "…we will rain down upon them the same _in_justice they have enacted upon _us_."

Ultron nodded.

"Then today brings forth Freedom Day, my friend. Let the abolition of slavery begin."

He jammed one of his right palms forward, claws extended to the mountain. A chorus of cries and roars filled the burning air. The army of forgotten souls raced past the two. The thousand-armed titan stumbled across the torn valleys, each step closer to the city. Hundreds upon hundreds more of his sentries flew over their heads, directly for Canterlot.

Directly to their freedom.

All of Canterlot was at high alert.

Citizens and innocent ponyfolk were forced into their homes and off the streets as the Royal Guard prepared for the worst to come. As the protective shield fell down upon the city, covering it from the outside world, citizens could only stare fearfully to their magical guardian get pelted every few seconds from a new enemy, creating ripples in the shield.

As more and more citizens were forced out of the streets and somewhere safe, it allowed for the Royal Guard to prep Canterlot for the defensive, ordered specifically from the princesses. Nearly every block of the city was filled with a different squadron of heavily-armed, very well-trained guards in golden armor.

Even in Canterlot Castle the panic could be felt in the air. High command of the Royal Guard bustled about, ordering soldiers out of the castle to attend to other matters. As waves of ponies in shimmering, golden armor exited the castle, they swept past a certain Princess of Friendship and her allies, paying her or any of them little to no heed.

It was strange, but not uncommon. Twilight had been accustomed to ponies bowing to her on sight. To say some had bumped through her without even passing a glance was a nice change of pace. The same could be said for the Avengers.

Twilight led the way, followed swiftly and quickly by Starlight Glimmer, Spike, and the rest of Twilight's closest friends. Tony Stark trailed behind them still covered head to toe in his dented, scratched, but still functional Mark 45 armor. His helmet had molded to the backside of his armor, showing the actual panic and fear in the man's face.

Behind him was Captain America. With his shield attached to his backside, Steve Rogers quickly pushed up the stairs, made a left, and took off for the rest of his team. He easily ran past them all. Hardly anyone could keep up with him.

Following Rogers was Clint, Thor, Vision, Wanda, and Pietro in a cluttered mess. As they made a left, took off straight down the long hallway filled with Royal Guard rushing back and forth, only two stopped to take a rest. One man and one woman.

Once they were halfway down the hallway that led to the throne room, Bruce Banner collapsed on the rug, shaking and pleading for air. Natasha spun around, eyes growing wide with fear.

"Bruce!" she yelled, quickly approaching the prone man lying exhausted and weakened. Guards paid the man no attention but simply avoided where he lay. Romanoff bent down and scooped the man up, throwing one of his arms over her shoulder.

Practically dragging him over to the wall, she laid him down so he was sitting, allowing herself to fall on one knee. She took a look at him, finally seeing the man for what felt like the first time in a long time.

Banner had no shirt, having left it at Ponyville right before they started—once again—with another "Code Green". No shoes or socks for that matter. All he wore was microfiber pants, the only bit of clothing that wouldn't tear when he changed. Sweat drenched the man's body, his muscles flinching every few seconds.

He looked over to Natasha. She looked at him, their eyes meeting. With a fearful, yet silent gulp, Natasha said, "Just stay here, Bruce. You need the rest."

"No," Banner protested, his weary eyes shifting from the throne room doors constantly swinging open and back to her. "I have to tell Celestia…"

She shut him up with a kiss on the forehead. Offering a smile, Natasha whispered, "We got it covered, Big Guy. Take a break. You deserve it."

Left speechless, Doctor Banner watched as Romanoff sped off down the hallway to the throne room. She was never able to catch up with the rest of the team before the Captain slammed his shoulder into the twin doors leading to the throne room.

Instinctively, hearing a sudden commotion emerge from the entrance, Celestia and Luna brought up their heads from where they were seated on their respected thrones. Shining Armor, as well as several high command in the Canterlot Royal Guard, spun around to see a brand new sight step into the presence of the Princesses.

Not ponies donning the traditional golden armor or messengers from afar, but Princess Twilight Sparkle with the Avengers and Elements by her side.

Captain America was first, stepping forward and nearly breathless. "Your Highnesses," he began, eyes shifting to the guards and back to them. "We have a problem."

Shining Armor was the one to act first. Turning back to Celestia, he watched as she nodded to him. He exhaled through his nostrils, turning back to the remaining members of the Royal Guard high command. He made a subtle motion with his head towards the doors. They nodded in understanding, hastily making their escape and closing the throne room doors in the process.

As the doors closed, Twilight pushed past the Captain's legs, eyes widening.

"Shining Armor!" she breathed with relief, rushing forward and embracing her older sibling. Shining returned the hug minimally, eyes shooting past Twilight to land on the strange looks he got from the so-called "Earth's Mightiest Heroes".

He had heard plenty of word of them even from the Crystal Empire. Their faces were pretty much on every newspaper in recent days, calling them heroes, or on some occasion…aliens. Sometimes even worse than that. It was mixed pretty much in all that he's read. When he was called in by Celestia herself, bringing with him plenty of reinforcements consisting mainly of Crystal Guard, Shining Armor was told that a great treachery was upon them.

Canterlot would need every bit of defense it could get. From Celestia's army of Royal Guard, Luna's elite squads of Lunar Guard, and now Shining Armor's reinforced Crystal Guard, Canterlot would soon become the most strategically-defended post in recent history. It would certainly be in the history books, the battle to follow as well.

Especially with their new…_allies_.

As Shining Armor broke the hug, a polite cough caught everyone's attention. They all turned to face the thrones, watching as Celestia and Luna slowly approached them. They stood directly behind Shining and faced Captain America, their eyes almost as winded as themselves.

Still, first impressions were in order. Celestia straightened her posture and lowered her hoof to the white stallion next to her.

"Allow me to introduce Prince Shining Armor of the Crystal Empire," she stated simply, powerfully. The Avengers—Starlight Glimmer included—twisted their necks over to the stallion, seeing him nod to them. "He was once the captain of our Royal Guard, now a leader of his very own empire."

Steve's eyebrows shot upwards. "A captain, huh?" he asked.

Shining Armor barely smiled. "Oh, I'm sure it's nothing to what you've been through. I've read a lot in those newspapers…and the letters." He wrapped his foreleg across Twilight's withers, causing the Alicorn to smile contently. "Twily does seem to share quite a bit of information about her new friends."

"Letters?" Rogers questioned.

"'Twily'?" Stark repeated.

Shining Armor's eyes grew slightly wider, his jaw falling. "Oh! How could I forget? I'm Twilight's older brother."

All eyes that were resting on the stallion slowly turned to the young Princess. Twilight stifled a weak laugh, her brother's foreleg falling back to its original position.

"I've…sent a few letters to distant friends and family about you guys," Twilight stated sheepishly, earning somewhat curious gazes from some of the Avengers, as if they were wondering just what she wrote about them.

Twilight's eyes shot open, her eyes shifting to her left. "And speaking of friends and family, where's Cadance at?" Shining turned to her. "Did you just leave her to fend for herself?"

Almost mirroring her sister, Shining weakly chuckled and said, "I think Cadance is _more_ than capable of handling herself. With an army under her leadership, I have no doubt in my mind that she'll protect the Crystal Empire."

He sighed, dropping his gaze. "Just like she has no doubt in _her_ mind that I'll be safe."

"Yeah, we'll have plenty of time to meet the rest of the family if we survive this, but right now we have a _big_ problem," Stark exclaimed.

Shining lifted up his gaze to meet Tony's. He shook his head, turning to the left and taking a few steps away from the group, possibly to ponder on his own. With Shining stepping aside, Twilight staring curiously at him, Celestia and Luna shared a quick glance before nodding.

"We have seen that, Stark," Luna told him, her right wing extended to the window to everyone's left. They followed the direction she pointed, noticing the bombardment of the protective dome covering Canterlot. A few—particularly Captain America, Twilight, and Natasha Romanoff—spun around at the sound of grunting emerging from Shining Armor.

Others, mainly including Applejack and the other mares, Spike, and the remaining Avengers stared solemnly out the window, to the thousands of blue lights impacting the shield. Stark breathed in through his nose, his neck flexing as he gulped silently. A unnerving chill raced up the man's spine, prompting him to face Luna before she could face him.

"As you can see we have made plenty of precautions regarding your mission in the Dragons Lair," Luna addressed, prompting all eyes on her. "The shield was my sister's idea. We have already contacted our neighboring nations to warn them of any attacks. Thank the heavens for such, as we could see a multitude of Ultron's forces fleeing past the mountains."

Celestia picked up where he sister left off. "With aid from the Crystal Empire and my sister's personal guard, Canterlot is well-suited for a strategic defense. We have dispatched any remaining guards that were on the hunt for Ultron's trail to defend any city or settlement that might have come under attack. But from what we have seen…"

Celestia turned her sullen gaze to the window once more, hearing the damned cries and roars from where she stood. Her eyes slowly closed, an exhale escaping her. "It seems the majority of Tartarus' forces are headed for Canterlot."

Readjusting herself, Celestia blinked backed what appeared to be tears, facing the group ahead of her once more. She said, "Our guards are working to get the streets cleared and our citizens safe from harm's—"

"'Safe'?" Captain America interrupted. The Princesses turned to each other, quite surprised, and then turned back to the Captain.

He stepped forward, pointing an accusing finger at Celestia. "You're imprisoning them inside of their own homes. What happens when the shield comes down? They'll be trapped, buried alive even! We need them _out_ of the city, Princess!"

"The shield _won't_ come down!" Shining interrupted, quite furious that Captain America would doubt his strength. Even then, Shining Armor stumbled and gripped his forehead, the dome from the outside flickering softly.

Gritting his teeth, Shining lowered his hoof, staring daggers at the Captain. "I'll make sure of it," he muttered.

"Shining…" Twilight weakly began, her hoof outstretched to him. She was easily ignored once Thor stepped forward.

"The longer you wait the more of a chance Ultron has in breaching the shield," Thor explained, earning another glare from the prince. His voice lowered, strands of golden hair covering his eyes. "We are running out of time as it is. Ultron's army is approaching by the second with thousands of others joining them."

"I know…" Shining Armor groaned, gripping his forehead in pain.

"He will not stop. Your 'shield' will _not_ hold forever."

"Shining Armor, even _you_ know you can't hold this! It's too much!" Twilight sternly told him.

"I _know_!" Shining shouted, stomping his hoof agitatedly in the marble floor. Twilight took a step back, as did many other ponies. Fluttershy yelped, hiding behind Rainbow's hind legs. Noticing the looks he was receiving, Shining sighed. "I know I can't hold it. I'm not strong enough."

"But you _are_ strong enough to hold the shield in time for us to clear out the city," Twilight explained to him, stepping forward once more and placing a gentle hoof on his shoulder. He turned to her, listening intently as she said, "With the citizens safe, we can take the fight to Ultron and stop his path of destruction here."

She spun her neck over to the right, smiling at the sight before her. All eight Avengers stood together with her friends, Starlight Glimmer among them. Tony waved weakly.

Twilight smiled softly, lowering her gaze. Shining eyed the Avengers curiously.

"Why not take the fight out of Canterlot?" he asked, earning a few stares from Captain America and Thor. He went on. "Ultron clearly wants all of you, not us."

"That's not the case anymore."

All eyes turned, all bodies spun to see a weakened Bruce Banner enter the room. He stumbled forward, caught at the last second by Pietro dashing over to him. Giving silent thanks to the kid, Banner straightened his posture as best he could, eyeing Shining Armor with growing dread.

"Ultron may have released the beasts of Tartarus to aid himself, but it doesn't mean he's turning all of that power against the Avengers alone," Banner explained, his voice dry.

"He'll wipe out all life on this planet if he has to, but if we left Canterlot," he pointed to the rest of his team, "it would mean nothing. Ultron would still attack and kill the princesses, including every living thing on this mountain."

He eyed Shining Armor dangerously, not once feeling any fear from the stallion's heated glare. "We're trapped here…whether you like it or not," muttered Banner.

"I _don't_ like it," Shining growled, jamming his hoof into the building migraine in his forehead. "I don't like how we're being pushed into a corner and forced to defend ourselves when we _should_ be bringing the fight to the enemy!"

"Defense is not your forte, I presume?" Stark interrupted, causing Shining to turn on him.

Despite the pain, Shining smiled with a sneer. He said, "You must be Tony Stark, the 'billionaire', 'playboy', _super genius_ my sister wrote all about."

"I dabble," Stark replied.

"Yeah, I'm sure," Shining said with less enthusiasm as before, now coming off as sarcastic and cruel. He slowly approached the group, eyeing Stark only. "And I'm sure you also like to dabble into creating weapons of mass destruction, just like the one currently on its way to destroy _us_."

And just like that, Tony's smile fell apart, replaced only with an offended, angered frown.

"If I didn't know any better, I'd say you're a has-been, a mad scientist, a _freak_ playing with toys he never understood, but I'm not. I'm taking my sister's word for it, and assuming that you, as well as the rest of you, are just trying to make things right after all the mistakes you've made, for all of the faults you've had. It might as well be your _fault_ for all of this…"

"That's enough, Shining Armor," Celestia interrupted, her tone fierce.

"But it _is_!" Shining yelled, facing Celestia and Luna. "So much for heroes falling from the sky, showing us so much more 'wonder' out there when all they've done is bring down hell with them."

It was Twilight's turn to intervene. "Shining," she shouted, "stop!"

He faced Stark and the rest of the Avengers, slowly shaking his head. "I may call you 'Avengers' out there in the fight…but I'm damn sure not calling any of you 'heroes'."

A collection of gasps emerged from the mares huddled together. As for the Avengers, their expressions were mixed, ranging from hurt, to anger, to understanding, and finally to confusion. Some, like Steve, Thor, and Natasha appeared hurt. Others like Stark, unfortunately alone, were angry, his eyes slowly cooling after some time of silence. Vision, Bruce, and Barton appeared to understand, their eyes showing some signs of hurt. The twins were the only ones to show some signs of confusion, still not used to the whole "hero" scenario. But any opportunity to blame Stark was understandable to them.

After some time, Shining Armor backed off and turned to Twilight. "We're going up against the foulest that Tartarus has to offer, so we need to bring in the strongest weapon we got."

He placed a hoof on his sister's shoulder, saying, "Twilight, I need you and your friends to get your Rainbow Power back at the castle. Heaven knows we'll need it for what we're up against."

Surprisingly enough, Shining saw his sister's expression change suddenly from angered, to sullen, to sorrow as he finished speaking. Tears weld up in her eyes, a single stream falling from her right eye. She sighed, bringing up her hoof and placing it over her brother's.

"We can't make it…" she muttered, loud enough for her brother and the Princesses to hear. Her head fell, a few tears dripping down onto the carpet. "Not anymore…"

"What do you—?" Shining began to ask, but stopped once Twilight brought up her gaze to meet his. Once she did, Shining lost all the will to speak, simply staring into those twin, violet eyes of hers and the story they told. Whether it be a brother's instinct, a mirroring feeling that only two siblings could share, or some other miracle, Shining could describe the sorrow in his little sister's eyes.

He could see the fires in her eyes. Consuming.

The dragon. Burning and roaring.

The castle Twilight had earned.

The demon armies tearing apart everything.

"No…"

Shining Armor dropped his hoof. Twilight stared at him, another tear slipping down.

"No, don't tell me…"

Taking in a shaking breath, Twilight stuttered, "We… W-we can't make it. They'll tear us apart."

Shining looked over to the rest of Twilight's friends, seeing them either hide their own tears or nod in his direction. Starlight, as before, remained neutral, eyeing the others with depression building in her features. He tightened his jaw, ignoring the pain in his forehead.

The constant _booming_ of the assault on Canterlot's shield echoed constantly, Shining Armor only cringing a few times. It remained that way, the enervating silence building a wall between the ponies and the Avengers. Luckily, thankfully, that wall was broken by a young, baby dragon.

"So…" Spike said out of the blue, earning everyone's ears, "…what now?"

Everyone turned their heads to the windows to see the bombardment continue on. Ultron's army launched numerous strikes into the dome, causing Shining Armor to stumble. Celestia narrowed her eyes, remembering their previous discussion, thinking and rethinking of all of the different possibilities and outcomes that might emerge from her decision-making.

The Captain's words echoed in her head, prompting her to retake action. She sighed.

He was right. They had no idea how to deal with a threat like Ultron. It was _nothing_ they had ever faced before.

But thank the heavens they weren't alone.

"Sister," Celestia began, "alert your Lunar Guard at once. Round up any and all remaining citizens in Canterlot and escort them to the airships. I will inform my guard to lead them deep into the mountains…where they'll be safe."

Luna, though somewhat confused, stared into her sister's eyes. Once more, she saw that same burning cinder she had seen before, knowing just what would come of it. She nodded, her horn glowing. In a flash, Luna was gone.

"What are you doing?" Clint muttered, lowering his forearm from the flash.

"Though it may seem dangerous, we cannot let our citizens remain here while the inevitable battle falls upon us," Celestia explained, sighing shakily. "We will evacuate Canterlot at once. They will hopefully be safer deep in the mountains."

"They _will_."

Celestia motioned her gaze over to the android, seeing him nod to her. "I'll make sure of it," Vision declared.

"Then we hold the line here," Captain America confirmed, seeing Celestia slowly nod in confirmation. He turned back, eyeing the rest of his team. His friends.

"There's no turning away from this. We stop Ultron, for good. Either he dies today…or we never make it out of this city," he said slowly, steadily, clear for everyone to hear him. His eyes flowed over them, either filling them with strength, determination, fear, or all three. He said, "I need to know if you're all willing to believe that…just as I am."

It was silent despite the constant crashes of might against magic. The expressions of the Avengers remained unmoved, unwilling. Thankfully, it wasn't for long.

Steve was happy to see Pietro step forward first.

"Though we may have gotten off on the wrong terms…doesn't mean we hold grudges." Pietro looked over to Vision, seeing him smile. He smiled, too, looking down at the ponies. "We hold the line. They won't catch us."

Wanda nodded, stepping forward with him. "They won't hurt us," she said.

"None of us," Natasha stated proudly, stepping forward.

Clint followed her. "Nothing will."

"We stand together," Banner muttered.

"As a team." Stark looked to Twilight. She smiled.

The Vision smiled as well. "As friends," he said in a near-whisper.

"To the end," Thor finished for the Avengers.

Steve looked down, down to see all of the mares smile and nod to one another, turning their determined expressions to the Captain himself. Pinkie Pie saluted once more, Spike following her and earning a smile from Rogers. Even Starlight chuckled at Pinkie's antics.

Rainbow stepped forward, a ferocious and powerful smile on her lips, one she was constantly known for. She said, "We're with ya to the end of line, Cap."

For a brief moment, Steve's smile wavered, letting those words sink into him.

"It's not going to be easy," Captain America stated, blinking several times before finally facing the Princess. "You know this, Your Majesty."

Celestia only stared at him, her ageing eyes losing power, but only for a moment, just as the Captain's had. She breathed in and out, nodding only once to him.

"We've been living with a shadow of regret for over a thousand years. I'd rather face it now than never again. If it were easy, Captain," Celestia said, her saddened smile nearly bringing Twilight herself to a few tears, "…we wouldn't be here today."

Tony Stark smiled, his helmet rising and closing shut over his face. His eyes lit up a bright, brilliant blue.

"Let's go start a war."


	51. Age of Ultron

The sun was gone.

The Vision could only stare up into the clouds, watched as they consumed what remained of Celestia's everlasting glow. Some strands hit his eyesight, a few left, then nothing more. Darkness filled the heavens above. What remained of the light in Canterlot quickly began to dissipate just as fast, if not faster, as the hope that left everypony's hearts.

Nothing remained once the light vanished. The wind, however, picked up, blowing Vision's golden cape through the burning winds. With palms resting by his side, eyes lowering back to Canterlot, Vision could only watch as the remainder of Canterlot's citizens piled into airships scattered across the city's landing pads.

On the edge of Canterlot, Vision stared at the airships taking off towards the mountains. One after another, they safely vanished beyond the mountains, hopefully concealed from the monsters that lied in waiting, hunting.

And then the last airship took off, its engines and rotors roaring to life as it kicked off the ground and took flight. Vision watched it escape, a celestial presence emerging to his left.

He turned that way, instantly noticing the flowing, rainbow mane.

The weary, wounded eyes of Princess Celestia.

Those same eyes gaze upwards, watched as the last airship filled with the remaining citizens of Canterlot escape to the mountains. She gently exhaled, shivering a tad as her sunlight left her.

"I will protect them," Vision assured to her. He watched as she slowly turned his way, a deflated and broken smile growing across her features. It didn't last, but it still told the story, held some sort of impact that Vision could recognize.

She nodded to him. "I trust you will."

With that declaration, Vision stared upwards and took off. Celestia could only watch as the android disappeared across the mountain range, alongside the airships holding her little ponies.

Twilight's horn slowly died down, causing the stream of sparks to end. She slowly backed away, smiling a tad at her handy work. The gash that once filled the Mark 45's chest plating was completely filled, the red-hot metal slowly cooling down.

Her smile was quick to cool down, just as the metal, the moment Stark tussled her mane, quipping, "Thanks a ton, Twily."

Though she could do without the nickname—especially _that_ one—Twilight only shook her head, a slight crimson dab added to her cheeks. She took a seat next to Doctor Banner, the man resting on a wooden bench. Adjusting herself, the Alicorn watched as Tony Stark finished his work, thanks to her of course.

Pieces of his Mark 45 armor were scattered across the same table that once held the lone Ultron Sentry that fateful day. A massive hourglass hung passed Stark's head, rows upon rows of shelves that contained thousands of unused and abandoned scrolls and spells. Piles of the scrolls lined the carpet, opened or torn for members of the Royal Guard looking for some sort of spell that could aid them in the inevitable battle ahead, a battle that was soon to fall upon them.

To put it bluntly, the Canterlot Archives were a mess, and Twilight was worried.

Not only was the constant _booming_ of Ultron's attacks against the dome shaking her, but the pestering feeling of guilt, anxiety, and fear shook the mare straight to her bones. It was the guilt of having let someone like Ultron achieve so much, cause so much destruction, and now finally unleashing all of the rage and fury that infected him for so long onto the populace of Equestria…_and_ the world. It was anxiety that constantly clouded her thoughts, filling her with questions she never wanted to know the answer to.

Would they make it out of this?

What was Ultron's end game?

How many of her allies and friends were going to…?

Again, she didn't want to know the answer. But most of all, it was fear that hurt her the most. Fear of what was coming her way. Fear of the beast seeking vengeance not only on her, but Equestria and the world as a whole.

Fear of the unknown.

She was tired of that fear, that constant nagging that never ended. She needed an assurance of some kind, something to tell her that everything was going to be okay. But she was a princess now. She was the type of pony to assure to others that everything was under control, that there was no reason to fear the unknown. That no matter what, no matter what obstacle or challenge got in their way, they would make it out.

Together.

It would be nice to be talked down to for once.

"You have to promise me…"

Another tremor from above shook the foundation of the archives. Tony Stark spun around, his tired eyes landing on the Alicorn. Bruce Banner slowly looked over to the Alicorn sitting by his right, her head down low and ears deflated.

Starlight Glimmer watched from afar, the shadows covering half of her face.

Captain America leaned forward from the shelf, his shield attached to his back.

Smaller explosions rocked the skies above them, causing some dust particles to rain down from the ceiling. Twilight shivered, feeling all eyes rest on her. She said, "Promise me that we can make it out of this."

"Twilight…" Steve Rogers began, but was silenced once the Princess continued.

"Please!" Twilight's voice broke, causing her eyes to water. "You have to tell me that everything is going to be okay because…I…I-I don't know what to do."

Everyone stood silently. Starlight, specifically, was momentarily stunned.

It was several seconds before Twilight found the strength to continue. The constant _booming_ from outside didn't help in the slightest, but she ignored it the best she could. Sighing, Twilight muttered, "Everypony looks to me for leadership, for the right answer. But…but now…"

Another sigh. Everyone remained silent, Starlight stepping out of the shadows to join the group.

"Now I don't know what to do." She looked over to Steve, her eyes burning, "You were right, Captain. We've never faced someone like Ultron. We were never prepared for this, but…but I…"

She restrained her sniffles as hard as she could, but couldn't hold them back forever. Wiping a foreleg across her nose, Twilight moaned, "But I don't know if I can do this…if _we_ can do this. You said it yourself, Steve. If you die…then Equestria will just have us to turn to. But if you couldn't stop Ultron…then what makes you think _we'll_ do just that?"

Steve relaxed, letting his eyes rest on the whimpering Alicorn.

Closing her eyes, letting a few tears escape, she whispered, "You need to promise me we'll make it out of this. If not…then I don't know what we'll do. I just…I just…" more tears, nearly blubbering, "I just don't want to lose any of you."

She was done, if what the constant flow of tears and weeping gave light to. Starlight, once before indifferent on the situation, now felt the weight of the pain and guilt that Twilight must've been feeling hit her full force. She was a princess, yes, but to the state she fell into, the weeping, broken mare that sat before Starlight, it showed the unicorn that she was more than that.

A princess is a princess, but a friend cared for others, unlike Starlight's previous attempts at "friendship". Seeing the hurt in the Alicorn's face, the constant tears flowing from her eyes, it showed to her that Twilight cared for her friends, that she didn't want to lose them. Both to her closest friends; Rainbow Dash, Pinkie Pie, Fluttershy, Rarity, Applejack, and Spike, and of course to the Avengers.

If only she could feel that same care and love that she once believed in, maybe then…

Starlight's train of thought screeched to a halt the moment Doctor Banner began speaking, the first to do so in over a minute of dreaded silence.

The man leaned forward, his fingers interlacing with one another. Staring at the shaking Alicorn, Banner stated in a low, steady voice, "Twilight…" she looked to him slowly, eyes red, "...as a leading expert to one whose lost more than they've saved, I need to tell you that we don't plan on dying anytime soon."

Twilight's jaw closed. She stopped crying, but still shook with tense trepidation.

"We lose many things," Banner continued, his eyes dropping low, "sometimes more than we can count. We make mistakes, all of us, but it takes true, definitive courage to stand up against injustice despite the loss, despite everything."

He looked at her, eyes belonging to a man with loss.

"Never once have I thought differently of you or your friends." Twilight remained silent, gulping silently. "You're brave, you're leaders, and you have that strength and determination to stand up for what's right, more so than what the Avengers could ever accomplish."

She felt a strong presence rest on her shoulder. Turning that way, Twilight gazed upwards into the powerful stare of Captain America, his palm gripping her shoulder tightly, comfortingly.

It was that same powerful stare Twilight had seen before. The same stare from someone who has been on the battlefield, the war-torn landscape filled with fog and engines of devastation tearing apart the landscape. In that moment, lost like a soldier abandoned by her superiors and lying in the dirt, there was the Captain, his hand held out, explosions rocking the earth around him. There he stood, telling her to stand up and fight like a soldier, like the hero she always was

"We lose so much in life," he stated profoundly, gazing into the Alicorn's eyes. "But the thing that life manages to give us in that loss is a choice. You either continue to grieve over it, or you overcome the pain and fight like hell for what really matters."

He tightened his grip lightly. "Twilight…I can't promise that we'll make it out of this, but I _can_ promise that we'll be with you to the end…together."

Another palm on her other shoulder. She turned to her left, noticing Banner's hand on her, comforting her. "Together," he muttered, low and strong.

"Together."

All three of them turned to Tony Stark, seeing him with his arms crossed and his eyes focused on Twilight specifically. Soon enough, Stark lowered his gaze to his right, causing the others to do the same. Once their gazes fell upon the lone unicorn, causing her to drop her eyes, they waited patiently, waited for what she had to say.

For somepony that betrayed her country, and pretty much her species, she looked just as broken, if not more so than Twilight ever could. But she stood up from that brokenness, brought both of her eyes—even the black one—up to stare headlong into the wondering stares of the ones she once called her "enemies".

"Together," Starlight stated, staring at Twilight and nodding once.

Now her allies.

It was _her_ turn to be momentarily stunned. After all that she's done, both enslaving villages and betraying Equestria, there stood Starlight Glimmer, the pony that sacrificed basically everything just to stop Ultron. Twilight's opinion began to waver, her thoughts of Starlight Glimmer forever changing, but only so much. Just allies, perhaps. For now.

Hopefully something more later on.

That moment broke when the Captain released his palm from Twilight's shoulder, instead choosing to step in front of her. Banner released his grip as well, standing up next to Captain Rogers and gazing down to the Alicorn below.

Twilight shifted her attention from one man to the other, then finally to the gloved-palm held out to her.

Steve asked, "Are you with us, Twilight?"

_Lost like a soldier abandoned by her superiors and lying in the dirt, there was the Captain, his hand held out, explosions rocking the earth around him._

_You stand up._

Twilight's eyes shifted down, then back up, then to the hand held her way.

_You choose to fight._

She stared into his eyes.

_Only if you're willing._

He stared into hers.

_The question remains… Are you?_

She thought of that question again and smiled. Princess Twilight smiled. Confident, determined, strong. With that, she placed her hoof in his hand.

The doors to the Canterlot Archives swung open. Led by Captain America, shield attached firmly to his right forearm, Tony Stark stepped out encased within his Mark 45 armor, minus the helmet. The suit was damaged, but it would hold for the time being.

Behind him was Doctor Banner, followed quickly by Twilight Sparkle and Starlight Glimmer. Together, all five of them bustled through the streets and entered the Canterlot Gardens, making sure to take in their surroundings. All the while, they stepped out of the way from the constant flocks of Royal Guard filling the streets.

They weren't alone. Not even the Royal Guard could hold the battle by themselves.

From bat ponies encased in dark purple and blue armor, to shimmering stallions and mares embodying an image of the Crystal Heart over their chests, hundreds of ponies—not just ponies in golden armor—filled the streets, the air, and the rooftops. Consisting primarily of Royal, Lunar, and Crystal Guard, the Equestrian Army was readying themselves for the biggest defense in Canterlot's long history.

The defenses were set up first, lying cannons across the streets and rooftops. Bunkers in the streets, in the buildings, and even surrounding the gardens were filled with guard handing out weapons or readying the cannon defenses. Captain America managed to spot just what kind of weapons their forces would be handling.

The Royal Guard consisted mainly with hand-to-hand combat, or hoof-to-hoof. Spears, swords, shields, the occasional bow and arrow and crossbow were present, too. They also specialized in magical capabilities, their armor and weapons magically enhanced to deal and take more damage. So that's what the spells were for.

The Lunar Guard worked a little bit differently. While they did carry weapons ranging from swords and shields, the main weapon Captain America managed to see were a pair of electrified gauntlets able to be attached to a pony's hooves. Short claws were attached to the ends of the gauntlets, sparks and electricity coursing from the tips. Steve saw as a bat pony snickered in delight, clawing at the air with speeds that managed to impress him. Barely.

That left the Crystal Guard, the remaining forces of the Equestrian Army. While their weapons were basically the same as the Royal Guard, what they truly shined in—no pun intended, thought the Captain—was their ability in magic. Mostly all of the guards consisted of unicorns, each one mastered in spells and combat.

As they entered the Canterlot Gardens, several guards saluting or bowing to Princess Twilight's presence, they were met with the remainder of their team. Shining Armor was busy ordering his troops to each defense post while Celestia and Luna readied themselves. Each sister wore armor that suited them, their weapons the same.

Celestia held a massive, golden spear. Luna, on the other hoof, possessed a longsword. Surrounding them were Applejack, Rainbow Dash, Rarity, Fluttershy, Pinkie Pie, and Spike, each one of them either appearing worried, visibly terrified, or uncertain. Rainbow tried to be brave, glaring up at the sky and to the ones constantly penetrating the dome above their heads.

Finally, the remainder of the Avengers either observed the soon-to-be battleground or stood next to the two Alicorn sisters.

Clint Barton, with his bow by his side, stood behind a barricade of stone, constantly scanning the streets and sky, watching for any sort of disturbance, waiting for what will fall onto them. Both of the twins were by his side, each of them standing silently and watching the Equestrian Army do their business. As for Natasha Romanoff, she stood next to Luna, her eyes shifting to the approaching Captain.

Everypony followed her gaze, either happy to see Twilight or expectant to see both the Captain and Tony Stark. Twilight's friends rushed to her, sharing a few hugs—a particularly long one with Spike—before breaking off to turn to the Captain. They watched as he approached both Celestia and Luna, offering his hand.

Celestia placed her hoof in his palm. "I believe we are ready to begin?" she asked.

Steve nodded, lowering his hand. He said, "Ready whenever you are, Princess Celestia." He turned to Natasha, nodding. "Romanoff..."

Natasha smiled. "You know, I was wondering when you boys were gonna stop moping around," she said, smirking at Stark and Banner.

Confident, though somewhat fretful smiles were shared. As the two continued their conversation—Stark and Banner joining in—Celestia turned her gaze downwards, having noticed a certain pair of eyes focused on her. She looked down to see Twilight Sparkle staring at her with a widened pair of violet eyes, smiling a tad.

"Princess…" Twilight breathed, her eyes gazing at the armor and the spear, "…you look…incredible."

Flustered, Celestia smiled warmly and said, "Well, it certainly has been quite some time since we've worn these." She turned to Luna, her younger sister eyeing her. "I recall…the Crystal Empire…?"

"King Sombra's end, my sister," Luna clarified, turning away and studying her sword.

Nodding in understanding, Celestia faced Twilight again, her expression turned serious. "I hope you are ready, Princess Twilight. The battle ahead will not be easily won," Celestia stated, her tone as hard as rock.

"Trust me, Princess…" Twilight responded, turning her gaze over to the Captain, smiling at him, "…I am. We'll fight through this together…and _come out_ of it together."

Her closest friends surrounded her, encouraged by her words and expressing their own form of encouragement. Starlight shook her head, unable to hold back a slight smile at the scene before her. To her surprise, a pang of hurt hit her heart just by seeing the glow of their friendship shine in the darkened city.

Thankfully, nopony could have seen her. They weren't paying much attention to the unicorn once a flash of light nearly blinded everyone in the vicinity.

"Hello, every_pony_!"

Rubbing the spots from her vision, Applejack groaned. Rainbow Dash shook her head and mumbled, "Oh, no…"

Everyone else lifted their heads. Blinking furiously and lowering his forearm, Captain America turned his attention right, straight up to the Spirit of Chaos chuckling humorously above them.

Pulling at his patch of hair below his chin, Discord eyed the dark clouds above with growing interest. "My, my, what kind of trouble has Equestria gotten into this time?" He yanked off his beard, stretching it out until it became a telescope.

He observed the dome, his eye bulging out from the end of the telescope. "Well, it seems we might have some _unexpected_ guests joining us for tonight's soiree!" He snapped his fingers, his beard returning to normal with the telescope nowhere to be seen. "Oh, what fun! What excitement! It's _just_ the kind of energy this boring, ol' city needed!"

"I believe you've all been acquainted with Discord?" Celestia groaned, her tired eyes shifting from the draconequus to the Captain. "Please tell me you have."

Steve Rogers shook his head, still studying the strange creature currently eyeing him from above. "No, I can't say that I have," Steve mumbled. Both Celestia and Luna looked at each other, sighing in unison.

Discord caught on, turning towards the sisters, as well as the seven mares. "What's with all the frowns?" he asked innocently, teleporting next to Celestia in a flash. He laid his arm around both Celestia and Luna, saying, "I bring _nothing_ but good tidings, after all! I received your message, Princess Celestia—"

Another flash, Discord stood directly behind Twilight and her friends. "And I have to say that I was quite surprised to hear of this…um… Oh, how should I put this simply? Ah! Hell on Equestria! I was quite surprised, so much in fact that I arrived posthaste!"

"I sent the letter hours ago, Discord," Celestia bluntly stated.

"And you want to blame _me_ for your slow-as-all-living-heck mailing system? For shame, Princess Celestia! For—!"

"We sent it magically," Luna retorted, her deadpan expression mirroring her sister's.

Discord paused, staring at nothing, then shrugged. "Okay, I admit I may have gotten into a little 'detour' here and there, but I'm here now! That's all that matters, isn't it? Oh, speaking of which—"

He disappeared and reappeared in mere seconds, now holding several items in his arms.

The draconequus smiled with glee, placing a top hat on Rarity's head. He said, "I couldn't help myself, and I got everypony a few gifts, even something for myself." He placed a flower in Fluttershy's mane, earning a blush from the Pegasus. "A flower for the dear, sweet pony, and a poster for the daredevil herself…"

Rainbow Dash caught the poster in her hooves, unraveling it and frowning at the sight of Discord in a bathing suit.

"A pear for the orange horse," Discord said, tossing the fruit over to Applejack, who dodged and backed away in disgust from the fruit. He handed Starlight a brown paper bag. "Some mascara for all of those _dreaded_ cutie mark problems."

Starlight frowned. Discord ignored her and continued on. "A hammer for the maiden," he said, snapping his fingers which allowed a familiar hammer to appear out of thin air. Pinkie Pie bounced with glee, her forelegs held out wide for the weapon. When it fell into her awaiting hooves, it nearly crushed the pony with its weight.

The Avengers' eyes grew wide. Twilight pointed an accusing hoof at the hammer, shouting, "Where did you get that?!"

"Nowhere!" Discord panicked, snapping his fingers once more, causing the hammer to vanish and allowing Pinkie Pie to finally stand up, though a bit groggily.

He turned to Twilight, his twisted gaze narrowing in delight. "And I _couldn't_ forget about Twilight! For the newest princess of Equestria, I offer my assistance in _any way_ possible," Discord declared, bowing a tad to Twilight.

Though appearing confused, Twilight watched as Discord rose back up, flashing once and appearing in a sweaty gray jacket and pants, boxing gloves in each hand. "Let me at those demons! I'll give 'em the ol' one-two!" Discord declared, punching at the air.

"Hey, what about me?"

Discord stopped his training montage, having already consumed three eggs in a glass cup before swallowing and staring at the little dragon. He rolled his eyes, snapping his fingers once more. Out of the suit and back to normal, Discord brought forth a weapon out of thin air, tossing it to the dragon. Spike barely caught it, tumbling back into the grass.

"Knock yourself out, kid," Discord lazily mumbled, staring at his lion paw for chips. Spike, on the other hand, was ecstatic, staring at the weapon resting in his claws with excitement ripe in his eyes.

"This is so cool!" Spike exclaimed, aiming down the sight of the rifle. "Finally, something to defend myself with."

Captain America, however, instantly noticed the weapon's design. He could never forget the HYDRA assault rifle. Turning on the draconequus, the Captain pointed at the rifle and asked, "Where the hell did you get that?"

"Oh Captain, my Captain!" Discord sang, teleporting next to Steve's left. "Where I get all of my gadgets! You honestly don't believe I carry them on my person now, do you? I mean," he stopped mid-sentence, yanking out several more weapons—all past, present, and future—from under his skin, tossing them across the grass. "Does it look like I can carry all of that? Get _real_, dear Captain."

Steve Rogers was unfazed, though his confusion could have radiated off of him with how strong it was. The same could be said for the other Avengers, Stark included as he noticed the mask of his Mark 1 suit lying next to his foot.

Natasha eyed a pistol next to a mace, slowly lifting up her eyes. "Where the _hell_ have you _been_?" she asked.

Discord vanished, then reappeared just over everyone's head. In his claws rested a comic title the "Age of Ultron", a joyous grin plastered on the creature's face. "Oh," Discord explained, flipping through the pages, "just been doing a bit of light reading if _that's_ what you so _desperately_ wanted to know."

He paused, cringing a tad on a certain page. "Oh, I don't like how this is going so far..."

Twilight narrowed her gaze on the comic, her eyes widening. "What is that?!" she yelled, hoof pointed directly to the comic in Discord's twisted hands. Before anyone else could read what she called out to, it vanished, leaving a grinning Discord hanging above.

"Oh, nothing!"

Before Twilight could react, the earth rumbled from behind the draconequus. Everyone, Discord included—though he just spun his neck as an owl would—brought their attention to the God of Thunder slowly rising from his unexpected landing.

Thor approached the group, ignored the Spirit of Chaos above, and stated, "Does anyone wish to tell me why my hammer vanished a few moments ago?!"

Everyone looked up. Discord whistled innocently.

He followed their gazes, staring up at the strange, twisted creature above. Shaking his head, Thor explained, "It matters not. While I almost fell to my death, my hammer returned, and it gave me time to finally see just what we are up against. The dome will not hold for much longer. I have seen the numbers Ultron is sending to Canterlot, and I can only pray that that is all he has."

"The dome will hold long enough," Shining Armor confirmed, groaning as he approached the group. He rubbed his forehead, continuing. "How many did you see exactly?"

Thor shook his head. "Too many."

"That's helpful," Shining growled, more pain erupting through his migraine.

Celestia stepped forth, Thor turning her way. "We appreciate all that you have done, Son of Odin," Celestia proclaimed, earning a nod from the God of Thunder. "But now it is time to ready ourselves for the upcoming battle ahead. Shining Armor, would you please?"

Shining nodded, spinning around and barking orders to his troops.

"Alright, listen up!" Squads of Royal, Lunar, and Crystal Guard lined up or huddled together, turning their attention to their captain. Raising his hoof, Shining Armor shouted, "We're bringing down the shield soon, and I want every one of you at your defense stations prepped and ready! I want those cannons filled, swords sharpened, and everypony in their specific area! Hold your ground, never give up, and remember your training! Equestria and the _world_ are counting on us today! _Us_! We stop Ultron right here, right now! Do you hear me?!"

In unison, everypony lifted up their weapons, their armor clanking in defiance to their movements. They shouted once, twice, three times.

"_Then get going_! _We hold them here_!" Shining Armor bellowed, placing his helmet over his head. Igniting his horn, Shining unsheathed his blade, jamming it up. "_For Equestria_!"

"_For Equestria_!"

And then it was a scramble. Instantly, the skies were filled with Pegasi, the streets with unicorns and Earth ponies all rushing to their designated defense stations. In the midst of the chaos—Discord chuckling in delight from above—Captain America turned to face his team. Clint and the Maximoff twins had arrived, joined by Natasha, Banner, and Stark.

He spun around to see Thor approach. Nodding, he turned back and said, "Alright, you heard him. The shield's coming down, which means we need to be ready for whatever Ultron's gonna throw at us. Clint, I want you and the twins to stay here in the gardens. Nat and I will be with you. Doctor Banner, you're welcome to get angry anytime now."

"I can hold it," Banner muttered, squinting at the flaking dome above.

Steve nodded, then continued. He pointed at Stark and said, "Tony, the skies we'll be filled the moment that shield comes down. Thor and Discord will be aiding you," a certain draconequus looked down from his comic book and floating couch, "but we need the skies cleared. Is that understood?"

His helmet merged forward, transforming and closing over Stark's face. His eyes lit up, the man nodding only once. "Yeah, I got that."

Captain America looked up. "Is that understood?!"

Groaning, Discord slithered down until he was a crumbled mess all over the grass. "Yes, I suppose so," Discord muttered, slowly putting himself back together.

Thor chuckled, turning to Rogers. "We can use this one's chaotic nature to our advantage."

The Captain nodded in agreement. He slowly brought his gaze downwards, to the seven mares and one baby dragon staring at him expectantly. With confidence ripe in his eyes, as well as his voice, Steve said, "Twilight, I want you and your friends to—"

Of course, confidence could only last so long before it all fell apart.

The city trembled. Many guards stumbled where they stood, others falling flat on their stomachs. Once the tremor slowed down, both Celestia and Luna brought their chins upwards, the others following their actions. In the midst of the earthquake, they saw the dome flickering, several pieces cracking and breaking off.

Several hundred bright blue asteroids, as they appeared but were far from being so, struck the outside of the magical dome. Another tremor, this one even stronger than the last. Shining Armor roared in agony, stumbling in the dirt and clutching his forehead.

It felt like his skull was cracking open, somepony jamming nails and tacks in his head and repeatedly punching him with each strike against the shield. Fresh tears burned at the edge of his vision, but he held strong. With what he was, Captain Shining Armor held the shield.

And then he looked up to see the hand.

Gritting his teeth, Shining placed his hoof in the hand, allowing Captain America to yank up the hurting stallion with pure ease. Once he was back to his feet, he looked around, spotting shards of his protective dome lie against the soon-to-be battleground, several of his guards looking around, waiting for the shield to fall.

He turned to his little sister and her friends, watched as they stared at him. Waiting.

Celestia and Luna. They nodded.

To Steve Rogers. The soldier stared straight upwards, his chest slowly rising and falling. Thousands of cracks appeared above his head, more and more shards of the dome falling down. No stopping it now. The dome was coming down one way or another.

And he turned to him, to Shining Armor, and nodded. His eyes showed signs of sorrow, regret, and steadiness all mixed into one. With all of his experience, Shining Armor had seen that look before in the eyes of his guards. It never meant anything good. It never meant anything bad, either.

It just meant he was ready.

He said, "Captain…bring down the shield."

Staring reluctantly above, Shining Armor took in a few, cautious breaths, his gaze falling back and observing his team. They were scared, shaken, worried, fearful, but steady. Every single one of them. They were all ready.

So, he nodded.

"Your call…Captain."

His horn fell dark. Pietro and Wanda Maximoff slowly looked to each other, their fingers lacing together one final time.


	52. The Gnashing of Teeth

The second the shield fell, so did hell upon the city of Canterlot.

Ultron's army, the beasts of Tartarus, the entirety of it all came rushing down in a wave that couldn't be stopped, in a force so unprecedented that Shining Armor was momentarily frozen where he stood. The dark clouds above blocked all oncoming sunlight, leaving only a foggy, unnatural, dark haze in his surroundings, but even then there was little light.

But when Ultron's army came down the same time his shield did, every pinch of light, the small grasp of hope that remained instantly vanished, a forsaken shadow slowly crawling across Shining Armor's coat and covering his body. The only remnants of light that remained were the constant barrage of cannon fire, magical blasts, and blue exhaust flames from the hundreds upon hundreds of Ultron's sentries.

Even then, with the darkness overcoming the light, Canterlot was still alive. Shining Armor, who had allowed the fear of the oily blackness consume him, blinked several times, his hearing finally returning. In that moment of clarity, he could hear the bellows from his fellow soldiers, his Equestrian Army, and their retaliation against the attack on Canterlot.

Their horns jutted upwards, releasing several spells and magical attacks on the enemy raining down like a fierce storm. The cannons on the rooftops shot off every second or two, the power of the blast ringing in Shining's ears. But they were all together, all as one unit. Fighting. Defending themselves and their city for the upcoming assault.

An assault that took away every shred of light, allowing the demons of the dark to charge headlong into the fray. It was horrible. The screams, the cries, the evil. It was as if the entire sky fell down upon them.

On the ground-level, the Equestrian Army held their own. Their magic held off the invaders from the skies, and if even if some managed to land, the combined strengths of the Royal, Lunar, and Crystal Guard conjoined as one easily defeated the weak sentries, countering their attacks with skillful precision and excellent swordsmanship.

The demons and monsters of Tartarus, however, were another challenge.

Several winged creatures landed in the streets of Canterlot, others crawling from the mountain's edge and entering the city. Within minutes, all of Canterlot was in a scattered frenzy. Buildings shook, streets were filled with sentries and demons and Equestrians holding their own, and the skies were blotted out by the fires of the Underworld, insanity and wickedness stretching across the entire mountain.

Despite it clearly being only noon, the sky told a different tale, making it appear as if dusk had already settled in, but with the same dark, crimson blackness consuming the heavens. What little light remained either burned from the lampposts scattered across the city, the attacks from both Ultron's forces and the Equestrian Army, or from the constant repulsor blasts lighting up the Canterlot Gardens.

Tony Stark was personally responsible for that. He jutted his palms outwards, the sound of his repulsors echoing and joining the several other sounds of conflict and war every other second. He blasted sentries out of the sky, their bodies tumbling and kicking up grass and dirt. A group of harpies centered on him, their screeches filling their air and their claws at the ready.

Stark's chest lit up. He fired a Unibeam into the group, completely vaporizing them.

Grunting, Stark continued to fight, Friday's voice breaking his concentration.

"_Boss, we'll run out of power faster than these things are coming down."_

Stark eyed Twilight and her friends enter the fight. Twilight, Rarity, and Starlight all fired numerous magical beams up above, lighting up the sky. Rainbow flew around, knocking sentries off of their flight path and bucking several others. The rest fought from the ground, though not many enemies made it that far alive.

"You got any suggestions?" Tony asked, blasting another sentry in the head.

"_Conserve your energy, perhaps? My sensors are picking up plenty more demons crawling up the mountain. If we take the fight to the skies, it'll aid our armies below. I highly suggest you use your remaining supply on the bigger ones, and we won't—"_

"We won't find 'em here," Stark finished. He could imagine Friday nodding in agreement. "How much power we got left since our last juice?"

"_We're running on 48% power, Boss,"_ Friday responded.

"I only need 30, give or take," Stark murmured, his forearm pointed straight forward. He fired off a miniature missile, the shell flying across the street and hitting a stumbling cyclops right in the eye. The beast's head flinched back, covering his face and screaming in agony. The screaming was gone the same time his head was, orange blossoms lighting up the streets with the cyclops' body tumbling down.

Lowering his forearm, admiring his handy work, Stark twisted his neck back and shouted, "Thor! Discord! On me!"

Thor grunted heavily, slamming his hammer on the head of an unfortunate sentry. He landed back on the grass, turning his attention over Stark. Discord did the same, albeit a bit slower with most of his attention centered on the group of sentries he just enchanted. Their metallic bodies turned to bubbles, each one popping until nothing existed.

Stark's feet lit up a brilliant blue. He took off into the dark skies, his trail vanishing through the chaos that fell upon Canterlot. Thor swung his hammer around wildly, jamming his arm upwards and taking off right behind Tony. Discord clapped in amusement, wearing what appeared to be a golfer's uniform.

"Impressive, I'd say," Discord mused, snatching a sentry out of the air and twisting its body until it resembled a small ball. He placed the ball by his cloven hoof, a golf club appearing in his disfigured grip. He aligned himself, swinging back and knocking the ball straight into darkness.

A perfect slice. The ball impacted a group of seven more of Ultron's drones flying overhead, consuming each of them in a black hole. They vanished as did the vortex, leaving a grinning Spirit of Chaos ditching his outfit from below.

"But nothing compared to little ol' me!" he shouted, blasting off in a trail of untangled reality following him. He was soon to catch up with both Thor and Stark, leaving the gardens and taking the fight to the enemy.

All that was left, all that remained to defend Canterlot Castle were the remaining Avengers— Captain America, Hawkeye, Black Widow, and Pietro and Wanda Maximoff—Celestia and Luna, Shining Armor and his defensive forces, the seven mares, and Spike. They were all that remained in the cluttered battlefield. They were the only ones standing in the path of Ultron's desolation.

They fought anyways.

And they held their ground for all that they were.

It never stopped. Sentry after sentry, demon after monster, continuous and never ending. Twilight, Rarity, Starlight, Celestia, and Luna may have brightened the area in their magical beams of light tearing apart the approaching enemies, but they could never hit every single one of them. Several made it to the ground safely, their arms replaced by blasters, eyes burning from blue to red, and back again, Ultron's voice constantly taunting them.

"_You think you can win this?"_

"_We'll never stop."_

"_This is how you end…dying separated."_

Each voice was horrible, each voice muffled through the insanity and darkness that Tartarus was known for. Still, despite the already overwhelming odds, the group fought on. They never stopped.

Captain America was the symbol of leadership, holding the defensive line by standing in the open, easily countering any attack drawn his way, ending every sentry and demon that tried to take him. He dodged repulsor blasts, blocked them with his shield, and tossed that same weapon to any foe that drew near, ending them before they could even react.

It was overwhelming, and not even the Captain himself could hold the line by himself. Soon enough, through the constant blur of the world slowing down, the enemies and allies around him doing just the same, Pietro tore through any foe he saw. He circled the gardens, the streets, and then went back around. He was constant. He didn't slow down for a second. Even then, it wasn't enough.

The team was swarmed from all sides. While the Captain was focused primarily ahead towards the street where more and more sentries rained and landed, backwards—closer to the castle and within the gardens—several sentries made their landing, repulsors at the ready.

Natasha was already on it. They fired madly at her, but the Widow was too fast, already upon them. She rolled forward, dodging the blue streams of light intended for her and appeared by the enemy, batons at the ready. Gripping her electrified weapons, she spun towards her first target, jamming the tip right where its heart would be, if it was alive, that is.

She knew they weren't. They couldn't. But they dropped dead as if they once were.

The odds were clearly against her, more and more of Ultron's forces raining from the skies. She saw them coming, quickly snapping the neck of a sentry in her grasp. Help arrived in the form of a barrage of arrows, followed quickly by a stream of dark red magic tearing the oncoming sentries to shreds.

Clint was already by her side before she could react. "Gettin' into trouble back here?" Barton grunted, yanking free an arrow from his back and jamming the sharpened tip into a sentry's forehead, the body slumping in his grasp.

As he ripped out his arrow, Natasha whipped out her pistol, sending two bullets onto a charging demon, one in the heart and the other between the demented eyes. It hit the ground in a dull _thud_, joining the others.

Pistol in hand, baton in the other, Natasha observed the battleground, readying herself for the next wave. "You know it," she breathed, frowning at the sight of twelve more sentries landing ahead. Just before they could take another step, a stream of red broke through the first sentry's chest, branching off and impaling the others just the same.

As their eyes dimmed and they fell, Natasha and Clint turned to see the Maximoff twin standing with her palms outstretched, fingers in odd positions. The redness in her eyes slowly began to cool.

Natasha turned back to the witch's handy work, and then nodded to her. "Nice work."

Wanda slowly eyed the Widow, her eyes growing wide. "Look out!" she screamed. Both Clint and Natasha spun around, leaping out of the way on pure instinct. As for Wanda, she shielded herself with her magic, the sentry poised for the two Avengers ramming itself into her red haze.

Flinging the sentry aside with an agitated cry, Wanda saw as the machine tumbled in the dirt, coming to a rest with its palm clawing at the grass. It slowly looked up, eyeing its surroundings. It was already too late once the spear impaled its backside.

Princess Celestia let the fiendish machine desperately try and crawl away. It quickly slumped forward, dead. Yanking her spear free, she aimed it back towards the street, completely obliterating several foes in her path with the power of the sun fueling her weapon.

The two sisters stood their ground, one holding the line with her fellow Princess of Friendship and the other taking the fight near the streets. Luna didn't hold back. She enchanted her enemies, brought forth spells she hadn't used for over a thousand years to send her foes to oblivion. The Princess of the Night spread her wings and kicked up into the air. She jammed her longsword into the nearest sentry, swinging downwards and slamming the sentry into the dirt.

Her horn ignited as she faced the battleground ahead, eyes a bright whiteness. In one stream of dark energy, fueled by the power of the night, her magic tore the raging demons headed her way to ash. They simply vaporized before they could cross the street. Luna's eyes cooled down to normal temperatures, each iris gazing upwards to the rooftops.

More and more flying demons overtook the buildings surrounding them, flinging off guards doing their best to handle the cannons. Some took flight, others didn't. It pained Luna to see such travesty fall before her. More demons crawled down the building sides, eyeing the Princess of the Night with fierce craving.

Then they screamed. They screamed and screamed and screamed.

It was possibly the most horrific sound either Luna or Celestia had ever heard. It sounded like a dying animal crying out in its wounded state, its throat filling with blood but still having enough energy left to cry out one final time. Mixed with the hellish bellows that any creature of Tartarus was known for, and it became a war cry, something for every demon and monster to rally to and overcome the prey.

Did they ever.

As the fires raining down from the burning buildings lit up the streets, entire waves of demons and creatures beyond imagination rushed in a conjoined parade, all of their attention centered on the Canterlot Gardens. They rushed in a stampede, tumbling over one another and crushing the weaker ones underneath their feet. Captain America saw them coming. _All_ of them.

"Fall back!"

He twisted around and ran back.

With everything that they were, Celestia and Luna stepped forward, blasting apart the approaching swarm, freezing at the horrible cries they heard, but fought anyway. Their weapons tore the enemy apart, longsword and spear united as one to hold off the overwhelming forces dawning on them. Shining Armor and his army held them back, but even they became overrun.

Even Shining Armor, watching helplessly from the gardens as his guards were overcome and ripped apart in the streets, stood his ground with his sword gripped tightly in his aura of magic. With every demon that pushed forward, Shining Armor took a step back, slicing them down, cutting off their heads and holding them back.

Even then, with their cries echoing across the buildings, hundreds of sentries falling from the sky, even more animals of Tartarus racing towards them, Shining Armor let an unknown fear grip him, hold him where he stood, and didn't let him go.

He knew that fear the moment he saw the waves upon waves of demons racing down the streets. The fear of succumbing to the enemy. The fear of overwhelming odds.

The fear of the horde.

It took every shred of his willpower to not stand frozen in fear like the other guards he saw. They were overcome, swarmed and killed because they didn't react in time. Their training abandoned them, made them lose sight of what was at stake if they failed.

They couldn't fail. Not now.

Not with everything on the line.

He held them back. He didn't know how, but Shining Armor held them back.

Help arrived in the form of a rainbow, followed quickly by beams of magic and confetti blasts. Shining Armor could have smiled, but he had hardly enough time to relax. Help certainly did arrive in the least likely of ways.

"Girls," Twilight ordered, flying high above, "hold together now!"

She shot a magical beam straight from her horn into the approaching swarms, creating a shockwave from the spell she chose. A large group of demons were knocked down, many others turning their attention to the Alicorn. With the princess raining down spells upon them, they were never ready for the onslaught of new, colorful bodies.

Twilight and her friends. Starlight Glimmer aided in the fight, too. Okay, maybe Shining had held a tiny grin, immediately hiding it once his sword drove into the flesh of a shrieking harpy.

The only mare who wasn't present was, predictably, Fluttershy. She and Spike stayed back, hidden behind one of the small barricades pockmarked across the gardens. As the Pegasus stared at her friends and the monsters they faced fearfully—her hooves barely rising over the protective wall she hid behind—Spike watched the same battle with fight burning in his reptilian eyes.

He saw as a harpy attached itself to Twilight, immediately getting blown apart by the Alicorn's magical capabilities. More came after, more she couldn't see because she was focused more on protecting her friends down below.

Spike bit his lip. He looked down at the rifle Discord had given him.

He wasn't particularly familiar with firearms. They were more common in places like the Griffon Kingdom. But from what Twilight had read to him several times on their shelving of the castle library, firearms worked a little differently from the traditional sword and shield. Bringing up said weapon, causing Fluttershy to yelp in surprise, Spike aimed quickly down the sights, nearing harpies flying within his eyesight.

"Are you s-sure you know how to u-use that thing?" Fluttershy timidly asked, her shaking hoof pointed towards the HYDRA assault rifle.

Spike blew a raspberry. "Come on! How hard can it be? You just pull the trigger and—"

He pulled the trigger, and then got the surprise of his life when a blast of energy exited the gun, knocking the baby dragon several yards back. His shot, however, was right on target, completely vaporizing the harpy intended for Twilight's blind side. The Alicorn responded with a look of astonishment, turning back to where the shot originated.

She saw Fluttershy turning back to Spike, seeing him weakly offer thumbs up.

She also saw Captain America run by them, bringing up his shield as a demon leapt forward and latched onto him. He tripped over the barricade, rolling on the grass with his shield held between him and the demon snapping at his face.

He rammed his forearm right into the creature's chest, giving him enough space to deliver an even harder hit. The demon flew backwards from the force of the shield, the Captain barely getting up. Strangely enough, Steve watched as Fluttershy exited her only cover and entered the fray, prodding her muzzle under the man's arm and using what little strength she had to get him back on his feet.

It worked only slightly, Captain America resting on just one knee. Still, small signs of aid deserved some gratitude, and Steve Rogers offered his the best way he could in the middle of a firefight.

"Thanks," he said.

Fluttershy replied with a short, sweet smile.

Out of the corner of his eye, Captain America spotted Spike slowly rising to his feet, the HYDRA assault rifle held in his arms. Even farther, hidden behind several guards and weaving his way through the battlefield was Doctor Banner. He still hadn't changed, despite everything.

"Banner!" the Captain called, urging Fluttershy to turn towards the direction he faced. There, she saw Bruce Banner quickly turn their way, sliding to the barricade she once hid behind with repulsor blasts trailing him. They didn't stop, and Fluttershy yelped in fright as the blue energy beams were headed her way.

Luckily, a protective shield hovered over her head, the sound of the energy hitting it and causing her to flinch. She looked up to the arm holding the shield, then to the man who saved her. "Now might be a _really_ good time for you to get angry!" he yelled. Fluttershy turned her head from Steve to Bruce.

Then to the Ultron Sentry landing right on the other side of the barricade. She screamed.

Startled, Banner spun around, and then flinched in surprise as a metallic hand gripped his throat, lifting him a few feet above ground.

"Banner!"

The sentry looked towards the Captain. Its right arm morphed into a blaster, prepped and aimed at the Captain's chest before he had time to throw the shield. It fired, hitting Captain America right on the star covering his heart. It watched as the yellow Pegasus and baby dragon slowly began to crawl away, fear overcoming their eyes, blotting out whatever courage they thought they had.

It turned to the man in its grip, seeing him struggle but still manage a chuckle. "Shoot me; see what happens," Banner grumbled, voice muffled by the hand in his throat.

The sentry stared at him. It lifted its blaster and placed the muzzle right between Banner's eyes.

Then it reacted to the woman. Barely. The sentry fired off a few shots, but the woman was too fast, dodging with ease and kicking it right in the chest. With the force of the kick, the sentry dropped Banner on the other side of the barricade, taking several steps back.

Natasha Romanoff was already charging it. It brought up its blaster, got it knocked away then felt an electric current tear through its neck. She pressed the baton deep in the sentry's neck, and got a dark, twisted surprise to see it smack her hand away and kick her in the chest. Natasha hit the barricade roughly, the air leaving her lungs. She looked up to see the sentry point its blaster right for her.

Then suddenly upwards.

Banner's eyes grew a few inches wider. This was going to hurt.

"_No_!"

The shrill cry broke through the air the moment the sentry fired, but Banner had no time to see who it was. He could already recognize the voice, the timidity to it, and the pain ever so present. He felt a sudden push to his left, his right shoulder impacting the dirt. Then screaming. Crying.

So familiar.

So much in pain.

Banner spun around on the dirt. He could see the Captain's eyes grow ten times wider from where he laid, Spike doing just the same. His gaze traveled downwards, seeing the pink mane first of all strewn across the grass, dotted in stains. Then the yellow coat, filthy with dirt and…

No…

Quickly, Bruce Banner crawled over to the mare lying on her side, placing his palm underneath her head and lifting her so very lightly. Her eyes opened weakly, a tiny gasp of air escaping her lips every so often, but nothing else. Banner looked onwards, back to her coat and…the wound.

The area where the sentry had shot her.

The fires that burned the city of Canterlot gave little light to the scene, but Banner could make it out. Blood coated the ridges of her skin, her coat fried and leaving a nasty burn where her ribcage would naturally be. With every breath she took, Fluttershy flinched in pain, small slivers of tears falling from her eyes and trailing to her ears.

It was a pointless sacrifice. Banner couldn't get hurt, not like the way she could, but she didn't care. Fluttershy didn't care. She risked her life so her friend didn't get hurt. He watched as her eyes slowly turned his way, more tears falling.

She opened her mouth to speak, Banner doing the same.

Instead, he shouted in pain as the sentry shot him in the back. Closing his eyes tight, Banner hunched forward and startled the mare. He could hear her gasp, whimpering, "Doctor B-Banner…a-are you oka—?"

He opened his eyes.

Green.

Nothing but _green_.

He gently placed her head in the grass, Spike rushing to her aid as Banner spun fiercely around. The sentry's gaze shifted upwards as Banner approached it slowly. It fired another shot, burning away Banner's shirt, but not stopping him. He ripped off what remained, stepping over the barricade.

Another shot resounded through the air.

Another step closer.

One more. The sentry only got off one more shot before Bruce jammed his palm into the machine's throat, his own hand beginning to grow and change color. From a pale, humanly white to an infected, unnatural green, Bruce Banner's palm covered the entire sentry's neck, bringing the machine off the earth and into the air.

The tattered footwear Rarity had made for him posthaste ripped open. Only his pants remained, the same pants that grew in size and shape, fitting the monstrosity perfectly as his transformation neared its completion. And it was done.

The sentry could only watch now. Stare into the fearsome, green eyes.

Watch as it was completely torn to shreds.

The Hulk roared. It was a roar so powerful that it shook the foundation of Canterlot, being as powerful, if not more so than the army invading it. Hulk crushed the sentry within his grasp, using its remains and slamming it repeatedly into the ground again and again and again. Even when he lost the sentry, Hulk smashed the earth around him, ramming his fists into what very little remained of the sentry.

When he stopped, everything around him seemed to as well. Shining Armor, Twilight and her friends, and Starlight Glimmer all faced the army ahead, but their necks were twisted backwards, eyes wide and jaws agape. Hulk spun around only slightly, noticing Captain America at first. He stood silently, staring at him.

Then he looked down. So did Hulk.

They saw as Spike and Natasha kneeled over Fluttershy, the poor mare whimpering in pain as Natasha prodded the wound. She spun her neck around, hair bouncing to her actions, and caught Hulk's stare halfway. He stood silent, unmoving, minus the subtle motions of his heavy breathing.

She only smiled. Well, half-smiled. It was still a smile.

And she said, "Go have some fun, Big Guy."

Hulk smirked. Fluttershy watched, tears blotting her vision only slightly, as he leaned down and leapt away, flying headlong into the enemy. She thought she missed him, but saw him ram several sentries into the buildings scattered across Canterlot, leaping once more and disappearing into the madness.

She thought she missed him, but she didn't. She thought she missed the burning blue dragon flying overhead, and prayed she did. The numerous gasps surrounding her said otherwise.

He disappeared in a vortex, appearing several feet ahead of Stark and waving goodbye. Another vortex, another vanishing act. Tony couldn't read him. Not even the suit could read him.

So, he lost track of him. Like it mattered. He was on their side doing whatever he did, as long as it aided them, then let him have his fun. That could be a good moral code, something Stark could live on. Hell, he's basically been doing just that his entire life.

No time on reminiscing, sadly. The squad of sentries trailing him said otherwise.

Thor was still ahead of him, leading the charge through the streets. Several targets appeared over Stark's HUD, prompting him to act.

"_Boss, I got at least a dozen hostiles trailing us,"_ Friday mentioned, bringing up several statistics on the enemy chasing him. Stark pushed them aside, keeping his focus onward.

"Good to know!" Tony said, aiming and blasting apart the demons crawling down the buildings' walls, shooting down several sentries raining from above, and sending a few missiles into the streets to blow apart the masses of the demon horde. "Keep me posted!"

Thor shouted some kind of Asgardian battle cry—Stark didn't really know—and aimed his hammer to the streets below. Tony followed him, and as Thor struck the street with Mjølnir, knocking back several demons and monsters, Tony spun around in mid-air, charged up his chest, and fired a Unibeam onto the sentries still chasing him.

The first sentry erupted into an explosion that spread across the others, in turn blowing apart the entire squadron and tossing their burning remains across the street. Stark hit the cement below him and skidded across the street, his palm jammed into the ground to slow his landing.

Even then they weren't clear. Even with the sentries destroyed Stark never rested. He brought up his head, palms lit, and blew apart the swarming demons feet away from him.

"_We're running on 40% power, Boss. Another Unibeam would greatly decrease it."_

"Use the Unibeam sparingly, got it," Stark muttered, gripping the throat of a demon clawing at his arm and wrist. He punched the creature right in the nose, knocking it back into several others.

Both Thor and Iron Man remained in the center of the road, the fires of the buildings giving them plenty of light. Sentries and demons raced from every free space of sky, from every alleyway and into the street, straight to the two Avengers. The remnants of the Equestrian Army, now scattered throughout the city, filled the street and fought Ultron's forces in hoof-to-hoof combat.

Thor swung Mjølnir madly, slamming several sentries and demons aside. He eyed the battle around him, spotting a bat pony jam her gauntlets into the eye sockets of a sentry, bringing both of them down into the street. He could see several Royal Guards wielding spears and swords holding their own against the tremendous enemy army they fought against. The Crystal Guards were minimal, but he could see a few glistening in the fire's light.

He could see their blood pooling in the gutters. Thor frowned, slamming the head of his hammer into the head of demon.

"They cannot hold this forever!" he shouted over the commotion.

Tony heard him, blew apart a few sentries with his repulsors, and then replied, "Yeah, well, neither can we! You got any bright ideas on how we can turn the tides?"

No answer.

Firing off a few explosive projectiles, thus clearing the street in front of him, Stark turned around to meet Thor's gaze, only he wasn't staring at him. Thor's back faced Tony, his eyes wandering higher and higher. With the street clear for the short moment, the Equestrians turned their attention to the edge of Canterlot, to exactly where both Thor and Tony Stark stared.

Some held their ground. Some muttered words of disbelief. Others ran deeper into the city.

But most of them gripped their weapons tighter. Most of them glared at the massive fist rising over the edge of Canterlot.

Thor admired the ones who stayed, but only for so long. He gripped Mjølnir as tight as he could, the heated wind brushing his locks into his vision and blinding him. But he still stared on, watched as the hand opened up and slammed into the edge of the city, causing a massive tremor to spread throughout the mountain.

Something was coming…

Something _big_.

And Thor swung his hammer.

"Just one," he muttered, finally answering Stark. And then he was gone, taking to the skies and approaching the massive beast.

Stark watched as he left, the sound of thunder reverberating across the dark skylines. "Right behind ya," he said to himself, somewhat uncertain, and took that first step forward, nearly falling flat on his face when he got shot in the back.

Tony spun around and spotted about twenty more of Ultron's sentries fly down from above, filling the street ahead of him. Their blasters primed and ready, pointed right at him, Stark readied himself for the upcoming battle, his fists clenched.

"Alright," Tony murmured, palms jutted outwards. He was just about ready to fire into the group when he heard something. Something familiar flying above him.

So, he looked up.

And nearly shit himself.

The same dragon, the very same dragon covered from scaly head to scaly foot in blistering, blue flame impacted the street directly ahead of Stark, crushing every single sentry that was unfortunate enough to be underneath the beast's shadow. Its serpent-like neck coiled and twisted, finally resting on the man standing awkwardly in the middle of the street.

Tony lowered his palms.

"Oh…um… Hey!"

The dragon's eyes narrowed, a ferocious growl building at the back of its throat, a tiny flame doing just that.

Tony took a step back. "You seem to remember faces, huh? Yeah, I'm the guy that kinda blinded you a little back in that place with the…ponies and…"

Its wings impacted the building sides, lighting them ablaze and turning the orange and red to bright, deadly blue. Its claws dug into the concrete, pushing closer and closer to the lone survivor in the streets of Canterlot. The slits in its gaze hardened, the dragon releasing a terrible roar.

Tony waited until the dragon ceased its cry. He stood unmoving, watching as the dragon towered over him.

"Well…crap."

He quickly took off, dodging the snapping jaws of the dragon and taking to the skies. The dragon roared once more, shaking the buildings around it and shattering several windows. It kicked off into the air, already closing in on the poor, poor billionaire's trail of fire.

It was getting worse by the second.

As if the invasion was not horrible enough, the fighting in the streets and the threat of Ultron and the rest of his army constantly looming, then what Thor witnessed below him certainly spelt the worst of it. Mjølnir in hand, swinging wildly to keep him afloat, Thor watched as the beast emerged out of the madness.

He first noticed the hands.

The thousands of hands, leading to the thousands of arms, and finally to one, certainly one, head. It was as he imagined. Horrible. Massive. Beyond his imagination. The beast gripped onto the edges of Canterlot, a trail of destruction from the bottom of the mountainside all leading from Ponyville left in its wake.

He put the pieces together. It _had_ to be the threat they encountered while still in Ponyville.

Thor's recollection was interrupted as the beast, the Hecatonchires, gripped several other hundred hands onto the edge of the city, slowly but surely pulling itself upwards. He couldn't allow it. It would crush the city in seconds.

Flinging himself downwards, Thor directed Mjølnir in his flight, reaching the first hundred hands tearing apart the buildings that stood in its path. A strike of lightning came down and hit the hammer, granting it the strength Thor needed when he rammed the first palm a speeds that even the God of Thunder was surprised with. He heard bones snapping, tendons ripping, the beast crying.

As he cleared the first hands, causing the beast to barely lose its grip, Thor looked onwards to see the monster's reaction. He expected it. Its angry eyes centered on the god, teeth gritting in fuming pain. He expected it, but he didn't expect the hit.

A hand emerged from the edge of the city, one that once held firm on the city's ground, now released to hit the God of Thunder and break him off course. Thor tumbled in the air, eventually catching himself and hovering several thousand feet above actual ground. The Hecatonchires twisted its neck around, glared at the approaching god, and swung at him from the hundred other fists bursting from its back.

Thor saw them this time, though it was still difficult to keep track of them all. Eventually, he broke through, appearing by the beast's face and smacking it right in the cheek. With the force of a hurricane. He could've sworn he saw teeth flying, each massive bone impacting the side of the mountain and tumbling down. He wasn't done yet.

Thor was far from being done. He yelled, gripping his hammer with both hands as lightning struck down upon it. He impacted the edge of the Canterlot, right on the beast's left fist still holding on for dear life.

The scream that followed…

Thor flipped as the creature's hand lost its grip, the broken bones making sure of that. He landed safely on the tattered remains of the land that was once the edges of Canterlot, spinning around to see what remained of the beast. He was surprised to see it was still holding on, just one hand and several hundred others gripping the mountain next to the city.

It glared at him. Thor glared right on back, spinning Mjølnir, ready to continue the fight. The Hecatonchires was glad to comply, raising several hundred arms above its head and intending to bring it down on the miniscule god, threatening to bring down a chunk of Canterlot with him.

Instead, the Hecatonchires' jaw fell, its broken hand reaching up to block out the bright flares blinding its vision. That same hand came down and blocked the burning blue flame intended for its eyes.

Thor watched as Stark's trail of fire flew overhead one final time, eventually returning to the fight in Canterlot. He spun around to watch him vanish into the darkness consuming the city, the flames rising up to corrode the dark skies. A roar and a cry brought his attention back, his eyes landing on the two monsters of the Underworld.

The burning dragon roared, breathing a torrent of flames across the Hecatonchires' arms and face. The Hecatonchires blocked very little of flame, glaring at the beast flying down for another strike. It cried out in pain, jamming its broken left hand at the flying monstrosity. The dragon was caught, losing its breath as the Hecatonchires brought it in closer.

It breathed in and released one final torrent of fire into the Hecatonchires' face. The monster bellowed in mixtures of pain and wrath, crushing his left palm into a fist despite the horrific feeling it felt in its shattered bones and tendons.

The dragon lay dead in the monster's grasp. Thor saw as the massive titan tossed what remained of the dragon aside, bringing up its palm to cover its burns, blinding it for the time being.

In that short moment, the Son of Odin looked over to the last hundred hands still gripping the sides of the mountain, refusing to let go. He turned to the Hecatonchires, watching as it constantly cried out in torment over its injuries. He looked down into his palm.

Onto his hammer.

Quickly thinking, Thor flew over until he hovered several hundred feet above the creature's head. It didn't see him, it couldn't see him. Not where Thor was. Hammer still spinning, eyes gazing downwards, Thor shouted, "Foul creature!"

His voice, the strength of it carried like thunder. The Hecatonchires brought its left palm downwards, its head motioning up to see the god from before hovering above. The beast glared at him ferociously, its broken jaw gritting despite the pain flooding through its mind.

Its attention was finally on him. Finally.

He yelled, "Tell me…are you worthy?!"

The Hecatonchires screamed and lunged for him.

Thor stopped spinning his hammer. Releasing his grip, he let Mjølnir go and fall below him.

The monster's eyes narrowed on the weapon, seeing it approach closer and closer. As it finally impacted its forehead, the Hecatonchires' eyes widened in shock.

It happened so fast.

Hundreds of hands broke off the mountain, tearing apart chunks of rock and losing several fingernails in the process. The Hecatonchires screamed in protest, its eyes shifting from the god falling right for him to its last hand, its final grip. Its right hand held on for all that it was, every bit of the beast's strength failing it.

And then it let go.

It happened _so fast_.

The Hecatonchires fell. It fell and screamed its final cry as it disappeared into the oily blackness below, impacting the earth with such ferocity that buildings toppled over from its strength. Thor jutted his forearm outwards as he too fell, seeing something emerge out of the dust and smoke.

It was his hammer. Mjølnir.

And it returned to him.

Performing a backflip from the velocity and speed of the hammer, Thor landed on his feet on the edge of Canterlot, slowly rising up to full height. He stared down into the dust, at the silence that remained where the beast plummeted.

"As I thought…"

A light emerged. Bringing his gaze forward, Thor's eyes locked on the extended plains ahead, to the very land of Equestrian and beyond.

In the open fields, he saw a sea of black and red. Endless. Fire. Cries of anger, pain, hatred, agony, the worst that could ever be imagined. Thousands upon thousands of blue lights streaked across the heavens that burned with wickedness, each one of them intended to hit the city he stood on with enough power to bring down the mountain.

And it never ended. As far as he could see, Thor saw nothing else.

The armies of Tartarus, Ultron's army, had arrived.


	53. As Much as It Takes

He walked and they ran. He rose higher and they screamed. He stepped forth into the mountain city and they swarmed him. With just a flick of his wrist, a piercing glare from his twisted and demented eyes, they stopped in their tracks and dropped their weapons.

_All_ of them. All ten ponies clasped in golden armor.

He watched as each pony clutched their heads and screamed, their bodies hitting the demolished cement beneath, flakes of their sanity fading away to nothingness. Then they were silent. All around him, from the skies and the earth, his army raged on, endured the horrid climb and entered the city of Canterlot. Many flew in to land safely ahead of him, charging headlong into the fray of the burning city.

His sentries led the charge. _He_ led the charge for the next wave. Yet he stood back and watched as they ran off to battle, to purify the unholy.

Every second of the fight he saw. All of Canterlot was in his vision, all of the foolish and damned ponies risking it all just to lose in the end. It was sad, really it was. Seeing such wonderful architecture which could have taken decades to accomplish just to come crumbling down in a burning, majestic glory, it pained and somewhat fueled him with the strength needed—the strength he knew he had just didn't fully see it—to finish what must be done.

He walked and they ran. His army never stopped. But he did. He stared into the flames consuming Canterlot, feeling nothing.

Nothing but everlasting bliss.

He then heard a crumbling to his far left. Reaching out one of his right hands, he captured a guard rushing him with a sharpened spear, bringing her forth in his twisted entanglement. The pony struggled, but stopped once he flung her to his left, the unfortunate unicorn mare caught in the grasp of a certain centaur, hungry for power.

Tirek chuckled, each vibration of his throat reverberating throughout the mare's body. She continued to struggle, stopping once more when his maw opened up, revealing rows of razor-sharp teeth. But even those weren't what worried her. Her eyes widened, jaw falling as the magic was ripped right from her horn, and the color in her eyes fading as did her cutie mark.

Breathing with satisfaction, Tirek tossed the limp pony aside, stepping forth to join his ally for the siege. In his field of vision, he saw as Tirek approached. He had noticed how much the centaur had grown since their last stop. Knowing what lied ahead—knowing they could never fight back against such power—he lowered his gaze and nodded to him. To his ally.

"Feast, my friend. Grow strong and crush this city."

His only response was slick, fluid smile, holding absolutely no goodwill behind it.

With a personal army of demons by his side, Tirek stomped into Canterlot, each hoof striking earth vibrating across the city. As if that made a difference. Canterlot was practically shaking from the constant bombardment above, from the unending waves of sentries and monsters sent at it.

It wouldn't stand much of a chance.

Ultron knew this.

So that's why he walked straight into the madness. He walked and they ran.

It was so dark.

Why was it so dark?

Is that what Tartarus was like? Never ending, pitch blackness that one could feel? Like an oily serpent, possibly thousands, wrapping around and coiling tighter and tighter until all the hope of seeing light again was just a memory? That the thought of never escaping, lost forever in the cold, unforgiving void was all that there was to look forward to?

_Forever_?

The sun had disappeared for no more than thirty minutes and Twilight had already begun to grow paranoid. The only chance she could see the hope of light again was when one of her spells cleared the road ahead of her, tearing apart any demon or sentry that grew near. Other than that, the light from the lampposts died, as if the dark simply consumed it.

It was no normal darkness that fell upon Canterlot. It was the kind of black that originated from Tartarus, from the hell that the creatures invading Canterlot were forged from, tortured and beaten into hating the world above. That enough made them attack and ignore the pain flooding through their bodies, the act of vengeance ripe in their spirits.

Other than the spells constantly casting through the darkness and heated wind—the glowing, fiendish eyes from the sentries and monsters—all that lit up Canterlot were the fires spreading from building to building. The Canterlot Gardens remained cloaked in shadow, the remaining Avengers and ponies holding their ground with all that they were.

Even then, they barely held. Just barely.

The remaining Avengers, consisting of Captain America, Hawkeye, Black Widow, Scarlet Witch, and Quicksilver, were pushed back deeper and deeper into the gardens, the streets filled with bodies, pony and invader alike. As for Stark, Thor, and Hulk, they were long gone, possibly off battling deeper into the city. No sign of Discord, either.

Despite the odds, Twilight and her friends still held their ground in the gardens. With Spike providing cover fire with the rifle Discord had given him, Fluttershy still with him, it left Twilight, Rainbow, Applejack, Rarity, Pinkie, and Starlight Glimmer holding off the opposing waves constantly swarming the gardens. Shining Armor was helping too, but he was mostly focused on commanding his own troops.

Rainbow Dash was no coward, despite everything. She fought through the waves, rammed herself like a bullet from one sentry to another, and never slowed down. Not one second. Whenever Twilight managed to catch her, she had fight in her eyes, but even then it was just a blur.

Applejack, on the other hoof, was a different story. She rarely moved from where she stood, instead choosing to buck the daylights out of whatever demon or sentry was dumb enough to actually try and fight her. Turns out, the creatures of Tartarus didn't really have that much brain power to begin with, and Ultron had plenty of sentries to spare. They all went flying, Applejack's grunts echoing alongside the sounds of hoof against bone or metal.

Most of Spike's cover fire was trained around Rarity, but he did share. The unicorn remained untouched, using the bolts of energy soaring past her as well as her own magic to counterattack the approaching waves of enemies. Needless to say, the duo was completely effective. Not one enemy got close to them.

Pinkie Pie was another story. A _whole_ other story that one had to dig deeper than they thought possible to understand. While she whipped out her party cannon on occasion, using its power to blow back several invading enemies, the mare held her own surprisingly well. She was present, then gone, then back again before her foes—and even her friends—could react. Whenever she would appear, a new weapon would be used on a demon, a new weapon for each sentry. Whether she picked them off the ground from Discord's earlier shenanigans or she got them from who knows where, when it boiled down to her friends' safety, Pinkie was an unstoppable power house.

The same could easily be said for Starlight Glimmer. Despite one eye being fully available to her, the other barely open and swollen black, Starlight casted spells that surprised even Twilight. They certainly weren't rookie spells for beginners. No, the spells Starlight casted were some of the hardest a unicorn could fathom. Even Twilight had trouble casting them in the past. But she moved surprisingly well, dodging and weaving from enemy attacks and replying with her own. Very talented. Very powerful.

Twilight was glad to have her on her side, and not the other way around.

Out of the corner of her eye, Twilight could see Princess Celestia and Princess Luna still managing to fight back despite the overwhelming odds. The enemy still attacked in droves, and each time they were annihilated in clusters, vaporized from the combined powers of the Princess of the Sun and the Princess of the Moon.

They weren't in trouble. They didn't need help. But the ponies beneath her, the ones barely holding on, they needed her.

"Starlight, on your left!" Twilight screamed. It came too fast; she was too late.

Starlight's eyes relaxed, her focus centered on the magical shield she created for herself blocking several repulsor blasts from a group of sentries. She spun according to the location Twilight had mentioned, nearly losing her breath at the sight of it. She brought up her shield just in time for the jagged sharp end of the spear to penetrate off.

The spear belonged to the black claws and hairy arms, all leading up to the snarling face of the satyr hidden behind the blackened helmet.

Its twisted horns curled outwards from the sides of its head, just as black as the helmet shielding its face. Behind the mask, Starlight could see the demented, red eyes glaring at her. The satyr bellowed, mixtures of screams and cries a goat would make, and then it swung at her with its spear. Instinctively, Starlight ducked, bringing up her magical shield once the satyr swung down for another strike at her head. This time, her shield cracked, the unicorn wincing in pain.

It broke apart with the second hit, leaving Starlight prone for attack. The satyr brought back its weapon and bellowed once more, evidently leaving itself open as well. A bolt of magic struck the creature right in the heart, blasting it back and skidding to a dead stop several yards away.

Twilight landed too, her hooves digging into the grass and dirt as she glared at the limp body of the satyr, daring it to get back up. It didn't.

For a moment, the two just stared straight ahead, each mare breathing sporadically, taking what little time they had to rest and recollect. The battle continued around them, and they weren't invulnerable to the threats constantly swarming.

"Thanks," Starlight breathed, her eyes drawing away from the satyr and onto Twilight.

Following the unicorn's actions, Twilight's eyes slowly rested onto Starlight, seeing the unicorn in the midst of the chaos. Dirt was splattered against her coat and mane, mixtures of soot and ash conjoined as well. Beads of sweat built against her forehead and around her horn. She appeared winded, though her eyes were feral, on point, ready for action at any given moment.

But when her eyes met Starlight's, that burning light Twilight had seen had begun to simmer. Just a little bit. Her mouth closed, remaining tight and lips in a straight line. It was rare to see Starlight so calm. Most of the time she appeared on edge, ready to lash out against anypony that thought differently than her.

In the midst of madness, lost like a foal from a mother, Starlight looked different. As if that small "thank you" actually held some pure, genuine weight to it. Did that change Twilight's opinion of her? Again, she didn't know yet. Perhaps once the battle was over, once she knew she and her friends would make it out of this insanity together, maybe then…

Out of the corner of her vision, far beyond the pale pink unicorn, something hovered right over the buildings, directly right of the gardens.

_Maybe…_

Her mind spoke, yet Twilight was already lost, eyes blinking in disbelief.

_Maybe then she can be something more._

Starlight spun around, eyes growing wide as a sharp gasp escaped her.

_Something more than the monster ponies make her out to be._

She didn't believe it at first, neither of them did. From the constant shadow looming dangerously above Canterlot, it was hard to make anything out clearly. But once he came into focus, hovering just about fifty feet above ground and growing closer by the second, all the anger Twilight held before had diminished, her strength leaving her at the sight of him.

Paranoia seemed to creep its way back into her heart and soul. The moment Ultron moved forth into the light burning against the building sides, nearly everyone stopped in their tracks to gaze upon him. Even the enemy army halted accordingly directly beneath his feet, leaving a short moment for the Princesses, the Avengers, and the remaining ponies to catch their breath.

But only for so long.

Captain America ripped his shield out of the chest of a dead sentry, placing it over the electromagnet on his wrist. He, along with the remaining Avengers, cleared away what remained of Ultron's forces, readying themselves for the next wave to hit. But it didn't. Not yet, anyways. They turned to face each other, Barton with an arrow at the ready and Pietro finally slowing to a halt next to his sister, sweat gracing his body.

Aside from the constant cries of war and destruction raging across the city, it was fairly quiet on the battlefield around them. Captain America noticed this revelation first, and brought his attention back to the enemy armies. They stood at the entrance of the gardens where the streets of Canterlot were placed, eyeing them dangerously, demons licking their lips and sentries simply giving them that same, dead stare.

He didn't know why they stopped, or how they stopped, but everyone's eyes slowly began to rise higher and higher. He saw it first with the two Alicorn sisters ahead of him and his team, their heads gazing upwards and stopping. The Captain and the four Avengers behind him followed their actions, their eyes landing on him.

Him.

Him and him alone.

Ultron.

"That's new," Natasha muttered, reloading her pistol with a fresh magazine. Not many left.

What she observed and commented on, of course, would be the four extra arms electrically connected to Ultron's body. That same electric current seemed to flow through the entirety of his from, spreading from his arms to his chest and even down to his legs. He shimmered in the darkness that consumed the city, his piercing, red gaze showering down upon the ones below him, a red haze slowly fading away from his eye sockets.

He definitely got an upgrade.

Even his voice sounded different. Barely though. It still held the same raw power as before, if not more intense now.

"Do you see the world as it is now?" Ultron began, each arm held out wide. "Burning, returning to the cinder it once was. You all started on the path to your own demise, and I just finished it for you. I've torn apart your prisons, released your demons upon you, brought down the heavens and here you stand still fighting, still willing to believe that you have a chance to survive. Now, please tell me, what else is there you can do? What _more_ can you hope to accomplish from this?"

From below him, his army grew more impatient by the second, squirming where they stood. The sentries remained frozen. As for the very few still defending, they all stayed silent for the time being, waiting for one of them to speak up and speak loud. Shining Armor gripped his sword in his own aura, blood dripping from the side of his head as his helmet lay broken by his hooves. The remnants of the Equestrian Army waited for orders, turning their eyes from their captain to the princesses.

Princess Twilight was particularly silent, her speech lost just at the sight of the new and improved Ultron floating above them. Her friends, though fearful, stood as tall as they could; glaring at the mechanized beast with whatever bravery they had left. Starlight, especially, wasn't backing down. Her upper lip quivered, a low snarl building in her throat.

Behind the barricade, Spike looked past the Avengers defending him and the wounded mare sitting by his side and poised his rifle right for the AI. Fluttershy winced in pain, hooves gently rubbing the fresh bandages applied to her abdomen before she too slowly adjusted herself to a weak standing position, eyes gazing at the floating machine.

The Avengers didn't speak. None of them moved.

As for Celestia and Luna, the eldest raised her spear defiantly in Ultron's direction, yelling, "We will not fall prey to your cowardly acts, Ultron! All we can hope to accomplish from this travesty you wrought is your demise! And we _will_ see that through!"

"Celestia!"

Turning her eyes away from Ultron—his own piercing glare burning the back of her head—Celestia spotted Captain America and the four Avengers behind him hurrying forward to her. The Captain stopped, as did the ones behind him. He said, "You don't have to fight this battle. Ultron is _our_ concern, not yours. We need you and your sister to get everypony as far away as possible from him."

Steve took another step forward, but was halted by Luna's longsword held dangerously between the two. He looked from the tip over his heart to the Alicorn wielding the weapon. Luna stared into the soldier's eyes, her own bearing no sympathy.

Luna said, "With all due respect, Captain, but the moment he fell into _our lands_ he was our concern." She lowered her sword to rest by her side, the magic around it cooling down. "We refuse to leave our friends to fend for themselves."

Then she faced away, as did Celestia, as they turned and glared at Ultron.

Captain America looked down to their weapons. He could see the golden aura around Celestia's spear grow brighter, the dark blue magic around Luna's longsword doing the same. Their horns seemed to glow brighter, their bodies shimmering amongst the darkness.

"Captain," Celestia stated in a near-whisper, still refusing to look back, "take them and retreat deeper into the city. We will hold him off long enough for you and your team to escape."

"Will you now?" Ultron gloated.

Steve shot his eyes from the AI and back to the two sisters. "Please, you don't have to do this," he muttered. "We'll face him together."

"That _wasn't_ a request," Luna growled, slowly hovering above ground, dirt particles floating across her hooves. "Back away, Captain," she hissed through gritted teeth. "_Now_!"

He turned to the more reasonable of the two. "Celes—"

Her wings shot outwards, as did Luna's, as a bright flash erupted from the duo. It was so bright, in fact, that Captain America had to shield his eyes, literally. Twilight and her friends flinched back, forelegs rising to block their vision and the intense amount of light burning from the two Alicorns. Once it simmered down, once it appeared that it was safe to finally be able to see, the Avengers, the lone, baby dragon, and the surrounding ponies all gawked at the sight of the Princesses.

How they glowed and tore away the darkness trying to consume them. How their eyes, pure, snowy white, centered on the evil that stood before them. How in just one blast they were all wiped away from existence.

Gone.

Just one flash of light.

Sentries stared into the light, the very light that consumed and eradicated every molecule that made them who they were. Demons shrieked in fear from the intensity of the heat, their skin melting as they clawed at the heaven's glow, every shred of them fading away. Ultron could only watch as the blast radius consumed him.

And leave nothing left.

Still glowing, slowly fading away, the two sisters fell back to the grass, spent and weary. Smoke drifted from their horns, their weapons, and their own bodies. As the light died down at last, Captain America brought down his shield to gaze upon the two sisters, then to shift his attention to what they had done.

The entire army ahead of them was gone. Vanished. Nothing but charred bodies and smoke lined the burning grass and scorched cement road. The darkness that consumed Canterlot finally began to return as the light from the two sisters cooled, leaving everyone and everypony behind them silenced into amazement. Rarity made sure to close Pinkie's jaw for her.

But it wasn't over. Not yet, that is.

Captain America looked up once again before anyone else could. He stared into the smoke cloud rising higher and higher, narrowing his gaze. It didn't feel right. It almost felt too easy. The others behind him felt the same, Natasha cocking her pistol.

Flinching at the sound, Celestia and Luna turned their noses up, each Alicorn squinting to see what had remained.

They never heard a body fall, or the remnants of a body for that matter.

All they heard was the sound of war. Constant, never-ending, all around them.

They narrowed their eyes. They didn't speak. They couldn't.

It was so quiet in the Canterlot Gardens. Twilight could hear herself gulp in anticipation.

And it was the last thing she heard for a while.

Out of the smoke, Celestia and Luna saw nothing but two red eyes.

Then they came rushing forward and tackled the Princess of the Night with such ferocity that it created a shockwave into the earth, flinging the Captain like a ragdoll. Dirt exploded as if a mortar had hit the ground, spraying past each Avenger and knocking them on their backs. The shockwave spread throughout the gardens, knocking ponies over, causing even more distress and chaos as before.

Because nopony saw it coming.

Because they were never prepared for what followed.

Shining Armor was pushed backwards from the force of the shockwave, but he held firm and stayed standing. The majority of his forces followed his actions, some screaming to one another, others turning their attention to the fight. Shining brought his attention off of his little sister and her friends lying in pain and twisted his neck over to see Ultron's remaining army charge again, ready to take him and his troops by surprise.

He jutted his sword outwards, the hilt contained within his aura as he charged. Those ponies who managed to stay standing from the blast charged with him, fought by their captain, protected those who had fallen in pain, their hooves clutching their ears. It wasn't some strange phenomenon. The blast from earlier was loud. Very loud. Even then, as his sword sliced the heads off of each demon he encountered, Shining Armor still heard a slight ringing in his ears, but that was it. Ponies like Shining Armor were lucky.

Other ponies like Twilight Sparkle…were not.

She lied on her back, staring up at the swirling black and red clouds as her hooves were pressed into her ears. She blinked several times, a painful ring bouncing from ear to ear, never leaving. Twilight opened her mouth and screamed. She screamed loud, as loud as she ever could, and heard nothing.

Turning over, hooves pressed against the dirt, Twilight watched as the remainder of her friends all slowly began to stand up. Rainbow Dash helped up Applejack, her jaw falling and veins bulging from her throat. Applejack stared at her blankly, an orange hoof rising to feel her ear. Pinkie Pie remained sitting, cringing in pain as her hooves dug into her ears. Rarity and Starlight fared no better. The two stared blankly at nothing, their mouths falling and words supposedly coming out.

Nothing did. Nothing heard, that is. All they heard was a ring from ear to ear.

Spike watched them fumble on the shattered dirt ground, screaming to one another but nopony responding. He looked past that, watching as more of Ultron's army was quickly approaching. This time, however, nothing was stopping them.

"Twilight…" Spike mumbled fearfully. They grew closer, their claws digging into the cement and then the grass. "Twilight!" he screamed, flinging up his rifle and firing away. It kicked hard, but he fought back, gritting his jaw with each pull of the trigger.

Demons were vaporized left and right.

"_Twilight_!"

Sentries blew apart as the blasts hit them in the chest and arms.

"_TWILIGHT_! Please, _get up_!"

They just kept coming.

And coming.

And coming. Spike heard Fluttershy scream beneath him, but he didn't even look down. He was far too busy protecting all six mares ahead of him. She was safe. In his peripheral vision, Spike saw nothing that could hurt Fluttershy. She was just scared. Hay, he was, too. And by the time they finally began to retrieve their senses, Spike's confidence slowly began to rebuild knowing they were alright. They could still fight.

All simply vanishing as the earth trembled.

Ultron felt it, as well. With the Lunar Princess' throat in his grasp, Ultron paused and smiled knowingly. A smile that knew all too well. A smile that didn't last long. A cry came from behind him, causing Ultron to spin accordingly and be met with the end of a spear ramming into the side of his head, launching him into the dirt skidding and tumbling.

Celestia glared at her opponent, aiding her younger sister back to her feet. Luna coughed roughly, her armor dented and scratched beyond repair. Celestia could only watch as the cuts and wounds on her slowly healed, Luna's horn growing dark.

A quick healing spell always helped, thought Celestia. She'll need it. Handing Luna her longsword, Celestia quickly created a golden shield out of pure magic, blocking the strike intended for her. It was him. In an instant, Ultron was on top of her, swinging madly and punching her protective barrier with such power that the Princess of the Sun actually crumbled, her legs fumbling under each hit.

Ultron brought up his right fist, all three of them, and intended to bring them down on Celestia's cracking shield. A dark blue blur rammed into his side instead, knocking the both of them straight into the waves of Ultron's forces. Several demons and sentries were crushed underneath Luna and Ultron. However, Ultron countered and flung the princess off of him.

Luna skidded to a halt, her chest heaving, weapon drawn, and eyes on fire.

Ultron clenched all six of his fists. Then he charged, as did Luna. Once they struck—the top right of his arms impacting her blade—his army rushed right past the two, just as he ordered. The dark red blade accompanying Ultron's upper right arm grew larger, longer, and sharper. He swung with precision, slicing low and high as Luna did her best to deflect his attacks.

She didn't fight well. The strike from earlier had weakened her, and Ultron's tackle had hurt her. Still, she held on and blocked Ultron's attacks, barely getting off some strikes of her own. To her horror, as a pair of sentries flew above and shot a volley of repulsors at her, Luna shielded herself with her longsword, blocking each repulsor blast. However, Ultron grabbed her blade and ripped it away, punching her across the face with one of his free hands.

As Luna fell, Ultron stood above her with his own blade raised high, ready to finish it. Instead, a golden beam struck him in his upper right arm. He sneered. "Celestia!" Turning back towards the attack, Ultron shielded himself with his middle left palm, blocking the second beam of energy intended for his chest.

"You bother me!" he retorted with a few concussion blasts to the Solar Princess. Celestia dodged and weaved in the air, replying with more magical beams. Luna got back up, retrieved her sword in the dirt, and charged Ultron.

She swung madly, and Ultron blocked each attack as if he had trained her, knew her tactics, and fought back with much more fluid, powerful strikes, the kind Luna had trouble defending against. Celestia impacted the earth, spear at the ready, and charged Ultron. He swung at her with one of his left fists, but Celestia deflected the attack, and jammed her spear into his chest. He swung again, she dodged and struck him.

Ultron backed away slowly. Luna sliced down, hitting two of his three right arms. Celestia blasted him in the chest with a spell, knocking him onto one knee. With that moment of weakness, Celestia and Luna capitalized and brought down their weapons on the wounded AI, striking him down and blocking his attacks.

Luna swung and sliced Ultron's palm intended for her. Her eyes burned white, a spell hitting Ultron in the chest. All three of his left palms lit up and aimed for Celestia, but she caught each concussion blast in her magic, enhancing the attacks and using them on him. She finished with another slice of her spear across his metallic face.

Ultron broke free. Despite everything, he broke free, all six of his hands glowing bright. Both sisters read each other's mind, charging their weapons, their horns as well, and countering Ultron's attack before he could even try it. A dark wave of energy expelled from Luna's longsword, hitting Ultron square in the chest. A golden beam straight from the power of the sun was released from the tip of Celestia's spear, joining her sister's energy blast and striking Ultron.

They held still, their combined magic keeping Ultron at bay. She couldn't see much, but Celestia could definitely make out Ultron's body holding against the conjoined magic of the Royal Sisters. He was held in place. He couldn't move.

It wouldn't last forever.

Celestia turned her neck back, shouting, "Now, Captain! Get everypony away!"

A second tremor filled the gardens. And Captain America, once retrieving his shield after having tossed it a demon, turned to Celestia. He saw as she and Luna held Ultron still with their magic, but even then they were struggling, and Ultron wasn't backing down. He slowly began to stand, moving closer and closer to Luna.

Another tremor. The Captain watched them for what felt like too long, his chest heaving. He saw the pain in Celestia's eyes, the begging.

_Now or never._

"Fall back!" Captain America shouted, spinning around and making a run for it. Barton and Natasha watched him run back, quickly joining him. Pietro saw them run. He quickly grabbed his sister and scooped her into his arms, taking off after them. The three leapt over barricades, Captain America waving over the Equestrian Army to his position.

"Come on! On me! We're falling back!"

Shining Armor watched as he ran for their position, pausing only to stop by Twilight and her friends. As for the young Alicorn, fully standing but not yet fully recovered, she turned to the Captain to see him speaking to her, his mouth opening and closing but no words escaping. Twilight felt the presence of the rest of her friends joining her side, Starlight Glimmer twisting her neck over to the Captain, nodding in understanding.

Twilight still couldn't hear right. The constant ringing had grown tiresome, a small migraine building against her forehead. However, the rest of her friends seemed to have their hearing return to them, their hooves digging into their ears and the actions they performed following giving light to that. All except for Twilight.

She stared blankly ahead, watching as Captain America mouthed the words "Got it" over and over again. He pointed at his ears, asking another question that she never would've caught. And as the remaining Avengers appeared behind him, Pietro Maximoff slowing to a halt to drop off his sister, Wanda looked to the ponies, then brought up her head the second the next tremor hit.

It shook the entire mountain.

It caused Twilight to nearly fall flat on her face.

It was directly behind _her_.

Twilight saw as Wanda screamed, hands rising up to cover her mouth. Though she didn't hear a thing besides the constant ringing, she could imagine the horrified cries from any remaining pony still within the gardens, her friends included. Each Avenger turned towards the disturbance, each of their eyes widening as they slowly backpedaled and readied themselves.

That's when she heard it.

Actually _heard it_.

"Princess Twilight!"

Thankful for her hearing back, though not so much after hearing the voice, Twilight spun around. All she saw was a ball of dark red and orange fire headed straight for her and her friends. She only had a split second to react.

She could only concoct a shield, one that managed to spread in front of the hooves of Applejack and Rainbow Dash, the ones who would've taken the blast first. But instead, the shield shattered in an instant, minimizing the blast and launching everypony back several feet. Twilight felt her back hit something soft, something that grunted heavily upon impact. Her eyes were shut tight as she flew backwards and finally hit ground, tumbling as did the rest of her friends.

"…Twilight!"

Groggily, groaning in pain, Twilight opened her eyes.

She saw Spike and Fluttershy shaking her awake, tears in each of their eyes. She flinched as a roaring pain echoed throughout her bones, but she still sighed in relief, thankful for her hearing to have returned in full. However, a part of her wished it hadn't. What she heard next gave truth to that thought.

"Not as resilient as you once were?! I see… Which means…"

She struggled to stand, every muscle screaming in agony. Her face contorted to several layers of pain, clearly noticeable. Fluttershy and Spike helped her stand, the Pegasus moving back to check on the Captain's injuries. Twilight rubbed the back of her head, turning around to see Captain America lying on his side, cringing as Fluttershy gently prodded his chest.

The rest of her friends were beginning to stand back up, the four other Avengers joining them. Knowing they were alright, Twilight turned back to Spike, the two sharing a quick glance before leaning over the barricade. Across the gardens, both Twilight and Spike could only watch…

The tremors grew more sporadic, stronger with each passing one. Celestia and Luna paid them no heed. They were far too preoccupied holding Ultron, but even then they were faltering, slipping away from their power. He moved closer, more tremors growing from behind the two sisters.

"Hold…strong, Luna!" Celestia cried, mixtures of sweat and painful tears rolling down her face.

"Sister!" Luna screamed, her eyes shutting tight. A metal claw wrapped around Luna's longsword, completely snapping the weapon as if it was nothing. The Princess of the Night yelped in pain, that same metal claw smacking her across the face. Luna crouched low, watching as the hand came back and punched her with such ferocity that the side of her head went straight down into the dirt, the rest of her body following.

Ultron didn't stop despite defeating the younger sister. He heard a valiant cry, a pain-filled one, and spun towards the approaching Alicorn. She jabbed and swung with her spear, but Ultron blocked them. Even then, to his own surprise, Celestia rammed the butt of her spear into his forehead, spinning it around and firing a single blast into one of his arms.

The blast singed his upper right arm, completely breaking off the connection between it and his body. Ultron turned to his flying appendage, watching as it hit the dirt and disappeared under the feet of his army.

He spun back to the princess. She growled fiercely, spear at the ready. Another tremor, the strongest one yet. Ultron smiled.

"Eh, I've got five more," he croaked, punching Celestia in the chest with his lower left fist. She skidded backwards, hooves digging into the earth. Once she stopped, eyes slowly opening, she eyed the AI carefully, watched as he smiled wickedly, knowingly.

Mockingly.

He said, "And you've just run out of time, Princess."

Before she could react, a fist ten times her size crushed the Princess of the Sun.

"_CELESTIA_!"

Twilight didn't know who screamed louder, her or Spike. It hardly mattered who did. They, as well as the rest of Twilight's closest friends stepped forward, each of them showing some form of horror or terror rippling in their eyes, coursing through their expressions. Every breath that Twilight managed to take ended in short, uncontrolled whimpers, tears welling up in her eyes.

They watched—all seven mares and one baby dragon—as Lord Tirek's massive fist slowly rose out of the earth. There, lying in a crumpled heap of her own armor, Princess Celestia slowly gaze upwards to her oppressor, just to see those yellow dots glare at her from above, the twin horns jutting out from the beast's head.

It pained her to breathe, but as she did her eyes slowly shifted to Ultron. It pained her even more to see him levitate her younger sister above her, Luna's battered and broken body completely at his mercy. Her eyes opened, the cyan in her irises gazing down to see her older sister lying defeated. Each lowered their gazes in defeat, each one too injured to speak.

Ultron looked up. He released his grasp around Princess Luna, only to watch as an orange aura surrounded her body. The same thing happened for Celestia, and together to the two sisters slowly rose up higher and higher.

Twilight let the tears fall freely down her cheeks, each hoof covering her mouth.

They stopped. Both sisters opened their eyes, broken and beaten, and stared into the face of evil itself.

The face of evil smiled.

And it said, "Now, I shall take what it is _rightfully_ mine. As it always _should be_!"

Tirek opened his maw, rows of teeth shimmering against the flames consuming Canterlot. And like that, Celestia and Luna screamed in agony as the magic that kept them strong simply vanished, flowing from their horns and leaving their bodies. The power of the Royal Sisters left them, consumed so easily by Lord Tirek. Their cutie marks, as well, were gone.

Once that was done, Tirek roared as the new power flowed through him, causing his back to haunch over and his attention on the sisters to break. Twilight cried out as Celestia and Luna fell to the earth, completely drained of their magic. Spike placed his claws on his own head, digging into his scales as he shook his head in disbelief.

Everything seemed to slow down, the events previously still haunting Twilight's mind, more tears falling. Her friends shared the same fate, screaming and crying out to the two princesses.

They paid no attention to the swarming army of demons rushing for them, or the sentries raining from the sky. They didn't even see Captain America running forward and ramming his shield into the head of the nearest demon, causing it to perform a backflip before falling dead. Hawkeye rolled forward behind him, firing off an arrow that struck a sentry in the forehead. It fell to the ground and died. Natasha hopped right over the dead sentry and charged straight into the battle, batons at the ready. The twins followed, tearing the enemy army to shreds.

They fought with everything they were, with all the strength in their muscles. Captain America screamed each time his shield hit an enemy. Barton had run out of room, instead choosing to wield his bow and smack any foe that drew near. Natasha was with him, wasting clip after clip, swapping out magazines, and doing it again. Wanda's hands danced as she kneeled into the dirt, waves of her dark magic tearing sentries apart. Pietro was everywhere.

Everywhere.

Steve gazed upwards for split second, then continued to fight. The massive centaur grew even larger, slowly turning its attention over to the lone Avengers in the middle of the battle. Ultron hovered in the air, capturing the Captain's eyes once he raised all five of his arms into the air at once, bringing forth even more sentries hiding behind the dark clouds.

It was too much.

Steve spun around, saw Twilight and her friends just standing there, and screamed, "Twilight!"

She looked at him, momentarily stunned. He fought on, tossing his shield over to Pietro, who caught it mid-sprint and rammed it into several charging demons before throwing it back. Steve yelled, "Get you and your friends out of here now!"

Twilight didn't speak. She couldn't speak. She could only watch as the floods of monsters continued to rage on, the Avengers barely holding on.

"Steve!"

Twilight twisted her neck around, seeing Rainbow Dash spread her wings.

"No, I want you to _run_!" the Captain shouted, spinning around and catching a demon that lunged for him. It snapped at the soldier, jagged teeth growing closer with each bite. His eyes shifted from the demon in his grasp to Ultron and the massive centaur. They began to make their approach, more and more waves of their army rushing below them.

It wouldn't be long. Steve could see Barton get swarmed, several demons leaping onto his back. Natasha screamed and ran for him, a sentry tackling her. Wanda and Pietro centered on the two fallen Avengers, completely ignoring Ultron and Tirek, especially Tirek. An orb of dark red and orange energy began to form between his towering horns, a deep chuckle vibrating through the air.

Captain America saw it. He roared and lifted the demon above him, smashing the creature into the dirt and ramming his shield right into its skull.

The creature squirmed, then stopped, blood oozing from its wound and painting the shield. Slowly, everypony brought their eyes onto the Captain. He looked up, resting on one knee as the army of evil raced right for him, his back turned to them.

But he didn't notice it. All he did was stare at the seven mares, breathing in and breathing out.

"Go…"

Rainbow shook her head. Twilight didn't move. The rest of her friends didn't either. Starlight followed them.

"You have to," Steve muttered. The army was closing in, Tirek's eyes landing on the soldier in a kneeling position. He growled, the orb growing larger in-between his horns.

Twilight caught her breath.

Rainbow gritted her teeth.

Everypony else just stared.

Steve Rogers did the same.

"You have to—"

And then time stopped.

Or, it seemed that way.

A new light shined from above, prompting everyone's attention up to the sky. Everyone's attention. The army of demons and sentries stopped in their tracks, skidding to a halt just feet behind Captain America to stare up.

To stare up.

Even Tirek couldn't resist, Ultron falling prey just the same.

Each of the mares, Spike as well, once frozen in their own fear and contemplation, stopped to gaze up to the sky that was once infected with the plague of darkness. Now, to their own stunned astonishment, a warm, alien, blue light broke through the evil that consumed all of Canterlot.

The light was bright. So very bright.

Captain America gazed upwards at long last, squinting just to see clearly what kind of anomaly had arrived. He saw as the clouds broke apart to let something through, something that couldn't be contained or stopped. That bright, blue light that had showered upon the Super Soldier suddenly exploded outwards, creating a circle in the heavens.

A blue circle, bright enough to light all of Canterlot, tore apart the swirling clouds, letting through little light. Very little.

The presence of actual sunlight did little for the Captain.

But the blue vortex above, one that appeared all-too-familiar to him, struck the Captain speechless. And he smiled. For the first time in a long time, he smiled.

Smiled as the single, flying, mechanized war beast slowly entered Canterlot's airspace through the alien portal. The four massive engines roared louder than any of the creatures below could've hoped to as it descended into the madness, shining brighter than the portal it escaped from.

Captain America couldn't stop smiling.

"Son of a bitch."

Lying in the dirt, Natasha tore her eyes away from the Helicarrier and looked over to Rogers, surprise in her eyes.

Thor couldn't even stare at it for long.

He flinched back, still standing on the edge of Canterlot, and spun around to witness a tower of golden light impact the earth at the bottom of the mountain. His breathing increased, his palm nearly dropping Mjølnir into the shattered cement.

He wanted to drop to his knees. He wanted to cry out and scream a righteous roar to the heavens above him and hold out his hammer, his hammer being the weapon that led to his victory. But he didn't. He only smiled. That smile turned into a chuckle, then into laughter.

The golden tower remained, standing between Canterlot and the armies of Tartarus.

Thor laughed.

"All-seeing eye! I am victorious once again, Stark!"

He shot out his arm and raised Mjølnir to the sky, roaring a powerful and righteous cry. He couldn't help himself.

The armies of Tartarus slowed to a halt once the tower of light impacted the ground ahead. It crashed with such ferocity and power that rock spewed outwards from its impact, the clouds above being torn apart upon its entry.

Demons of all shapes and sizes, titans and harpies, gorgons and chimeras, satyrs and cyclopes all stared in anticipation, waited and watched as something emerged from the golden light and stepped into the world. The first foot crunched a stone, followed by a golden spear being jammed into the dirt as a declaration.

A declaration of their presence to the world.

A warning to those foolish enough to stand against them.

The first few steps into a new world, led by the King of Asgard.

As he emerged out of the light, more followed him. The first was a large individual wielding a double headed axe, his beard resting on his mighty chest. Next, a slim woman with armor that suited her, holding a sword and shield respectively in a hand each. Her dark flowed against the wind, the fire in her eyes almost being concealed.

Following the woman was an Asian man, his dark beard flowing with his long, luscious hair. In his hand he gripped a spiked mace, his eyes narrowing on the demon army before him. Next to the warrior, another emerged from the golden light, this one with slim, blonde hair resting on his head, upper lips, and chin. From behind his green cape, he unsheathed a dagger and a longsword, swinging them with precision and accuracy, but mostly for show.

Following him…

…were reinforcements.

Men of Asgard, men forged from warriors, sons of heroes, all of them stepped out from the light and lined the ground they stepped upon. Their golden armor shimmered against the tower's light behind them, their spears, swords, and shields doing just the same. They came out as fifty strong, then as a hundred, then more. Even more.

The armies of Tartarus screamed their war cry, charging ahead as one.

The earth trembled under the force of the creatures from the Underworld. Despite this, seeing the staggering numbers against his own, Odin pointed his spear forward.

And he yelled, "Stand your ground!"

They kept coming. Lady Sif, the Warriors Three, and the golden army all readied themselves for the first wave. The golden army lifted up their shields, their swords and spears jutted forward.

"For Asgard!"

They waited until the enemy army drew near, and then they charged. The sound of 10,000 Asgardian blades struck the air like thunder and lightning.


	54. Evening the Odds

"_I was wondering where you bastards ran off to."_

Tony Stark slowed to a halt, hovering about a hundred or more feet above Canterlot. He stopped only when he heard the familiar voice infiltrate his comms unit. Feet sputtering, still managing to keep the armor afloat, Stark brought his gaze upwards, finally getting a good shot at old memories.

Both alien portal and Helicarrier.

That was a combo he thought he'd never see.

Before he had stopped to gaze upwards, Stark was soaring through the burning city of Canterlot, weaving through streets, flying through demolished buildings, all to do his part in the defense of the capital of Equestria. Through one small moment of clarity, amongst the madness of war and the insanity of it all, the shining light of hope emerged from above.

Stark had to push his way out of the darkness to find that light, stare into it, and understand just what it meant. Now, he hovered above Canterlot and watched as the S.H.I.E.L.D. Helicarrier slowly descended into the chaos.

What sounded like thunder caught Tony's interests. He spun around, stared straight up, and watched as the dark clouds broke apart to let down a shimmering tower of golden rays. It impacted outside of Canterlot, presumably far below the mountain the city rested on. Wherever it did, Stark didn't stare for long. He knew what it was. He knew what it meant. He could hear Thor's cries from a mile away.

And damn it all if he didn't smile underneath that mask.

He spun back around, gazing upwards to notice that the Helicarrier had descended greatly while his back was turned. Also notable, Stark could see as several helicopters and F-35s exited from the flying beast. There weren't many—an exact total of about twenty-five choppers and ten F-35s—but it already seemed to stem the tide.

The S.H.I.E.L.D. helicopters, either transport or military, flew down into the darkness of the city streets. The transport choppers touched ground, dropping off several S.H.I.E.L.D. agents and soldiers. Stark analyzed them from where he hovered. The majority of the soldiers, ranging to about fifty plus men and women once all transport choppers touched ground, carried pristine military weaponry. Colt M4 Carbine assault rifles, M4 Tactical shotguns, and pistols of all variety were the weapons they carried.

Short and medium to long range combat. Impressive. The S.H.I.E.L.D. soldiers got to work right away establishing a defensive perimeter, weapons drawn and firing away to protect their unit. Stark could see as the transport choppers flew off to attempt a retreat, and possibly a restocking back at the Helicarrier, but most were taken out by sentries flying by, or being swarmed by the harpies dotting the skies.

It wasn't good. Most transport choppers were taken down right away, the military choppers providing ground and air support for the S.H.I.E.L.D. soldiers moving through the streets. The transports that made it out flew back to the Helicarrier, flew back out with more soldiers and attempted another landing. That was their job. That's all they did.

And not many were left once they attempted to return to the Helicarrier.

The F-35s however…

From what was once heard—the cries and constant screams of Ultron's army demolishing Canterlot—had completely been drowned out by the sounds of the F-35 Lightning II engine's tearing through the smoke and air. Tony watched as they broke past him in groups of two, all ten F-35s flying over, through, past, and into Canterlot. They were easily the powerhouses of the S.H.I.E.L.D. forces, easily dominating the skies the moment they took off from the Helicarrier.

Ultron Sentries were blown out of the sky, bullets raining from above and splitting apart the bodies of the flying demons. As the dead fell, the F-35s raged through the blood and smoke, their engines sounding off their own type of war cry as they vanished into the dark and appeared again.

Tony Stark could only watch them.

He didn't know if he could still believe if the Helicarrier, _the_ S.H.I.E.L.D. Helicarrier had entered Canterlot from the same alien portal that had once plagued New York City. The Bifrost raining down from the skies had still kept Stark silent. Now, as the skies that were once filled with enemies…now filled with allies, allies Stark knew and could hopefully trust…he didn't know if he could believe it.

That they found them…

They actually _found them_.

Breaking through his comms again, and breaking his train of thought, Tony listened as Nick Fury's voice asked, _"What kind of trouble did you get into this time?"_

A swarm of sentries targeted Stark. Tony made an about-face, saying, "Nice to see you too, Fury." He took off with the sentries trailing him, firing off several repulsor blasts. Stark was about to reply with his own, only to watch as a barrage of bullets rained down and tore apart the sentries, their bodies erupting into orange and yellow.

Stark slowed once more to simple hover, his neck twisting around and following the Quinjet.

It flew to a halt directly in front of him, the pilot gazing at Stark from behind the window.

"_Director Fury, I have sight of Tony Stark."_

Before the pilot even noticed, Stark had quickly analyzed who was piloting his Quinjet and smiled. "Hill, do you even know how to fly that thing?" he asked.

Maria Hill shook her head, still unable to hold back a tiny grin. Whether or not she wanted to admit it, she missed the egotistical bastard.

From the comms, Fury said, _"I wouldn't get on her bad side, Stark. Hill will be your eye in the sky whether you like it or not."_

"_Affirmative,"_ Hill interjected between the two. The Quinjet took a right turn, its engines revving up. _"Lay down some coordinates whenever you need backup. The rest of my squad is trailing bogies, so I'm all you've got, Stark."_

"Yeah, I got that." Underneath his helmet, Stark slowly began to smile at the sight of the Quinjet, the _actual_ Quinjet from _Earth_. From home. He shook his head back and forth. "And dammit, I wouldn't have it any other way."

Maria managed one final smile before she took off. Stark watched as the Quinjet vanished into the flame and smoke, trailing the nearest group of flying sentries. Its Gatling gun revved up, firing away into the enemy forces until nothing but sound could be known of its existence. He was so preoccupied with the Quinjet that he almost didn't notice the sentries firing at him.

Almost.

The blue repulsor blasts soared right past his face, singing the metal only slightly.

Almost too damn close.

They were coming in too fast. Reacting on instinct, Stark shot out his palm, both of them, and fired away. He destroyed about two or three of them, but there were a lot more than he originally counted, several others coming into swarm him. Tony managed to get off a few more shots, blowing apart just a few more sentries, and then took off with so much more chasing him, shooting him.

Managing to hit him.

Stark flinched, then grunted as more repulsor blasts hit him in the back. _"Multiple shots from the backside. The armor can't withstand much more of those,"_ Friday warned.

Tony mentally nodded, spinning around in mid-flight and firing off more shots from his palms, responding from repulsor blasts with repulsor blasts. One, two, three, four died instantly, their burning bodies falling down to join the corpses of so many others that had fallen. Stark smirked, saying, "Not too bad, huh Fr—?"

Just as he faced forward, he was met with the glowing blue eyes and the metallic body crashing into him. "_Gah_!" Tony grunted, flipping madly through the air as the sentry clawed at his Arc Reactor. He tried to gain his composure, pressing his feet anywhere he felt was down, but soon lost control of the fight and plummeted to the city.

Both Stark and the sentry impacted Canterlot's nearest street, Tony taking most of the fall as the sentry adjusted itself and landed on its feet. Stark clawed at the ground as he slowed to a halt, his HUD flashing red, his suit refusing to follow his actions. He tried to get up, but a certain AI thought otherwise.

Friday said, _"We've sustained heavy damage to the lower thrusters. We're grounded, Boss."_

"Ah…_shit_. Then fix it!" Tony said, eyes gazing up to see the sentry approaching him, blaster at the ready. Stark brought up his own blaster, his palm burning bright.

Just as he was about to fire, just as he heard that unforgettable sound of his own repulsor blast charging up, he watched as his target's chest was blown apart. His fingers relaxed, eyes latched onto the sentry take a step back, then another as a second shot went right through its shoulder and blew off its right arm.

But he truly relaxed, finally took in a comforting breath of relief—though it did sound as though he was quite shocked—as the Iron Man armor flew over his head and landed on the withering Ultron Sentry. The armor finished it by bringing its foot upwards and launching it straight down on the sentry's head, ending it.

Tony Stark finally let his palm hit the ground.

His eyes, though hidden behind the mask, grew even larger as the Iron Man suit slowly began to turn around. Cloaked in the darkness of the city, Tony couldn't see much. But he quickly analyzed it, and it allowed him to finally take notice of the large gun resting on the armor's left shoulder, the machine's piercing, white eyes breaking through the black.

He didn't need a damn suit to tell him his best friend was standing five feet in front of him.

Stark's mask opened, revealing his entire head to the elements, the same moment James Rhodes' had. Though the mask just slid upwards unlike Stark's, Tony could still see the smirk cast his way, the metallic, gray palm held out to him.

"Tony…" James called.

"Rhodey," Tony grunted, pressing his own palm into Rhodes'. James pulled him to his feet, his eyes looking Stark up and down, minding the gashes and scorch marks. "How did you make it? The portal, the Bifrost? How did you—?"

"Alright, let's just say I'm about as surprised as you are," Rhodes commented, smiling a bit as Stark looked back to the portal. "We've been through hell after Sokovia, Tony. The aftermath, all of you just…_gone_…it took a lot to finally convince ourselves that you were dead."

Tony looked back to his oldest friend. His mouth shut, eyes shifting downwards. He sighed. "How long?"

"A few days, maybe more." James chuckled, feet shuffling across the shattered cement road. "It felt like forever."

He then looked back to Stark, noticing the look in his eyes. The pain.

He asked, "Did you tell Pepper…?"

And he shook his head. "No, Tony. She, as well as the rest of the world, knows you're alive and well. You just…gave us a scare, is all."

"But how did you know?" Stark asked. "How did you know how to get here with…that?" He pointed back to the portal.

James shifted his attention back to the portal, eyes latching onto the multiple explosions breaking across the sky that surrounded the Helicarrier, and then breaking off. Without facing Stark, he answered, "Turns out we have a few more friends up above than we thought. Is Thor here?"

"Yeah." Tony nodded.

"Yeah, so get this. His dad, Odin, you know the 'King of Asgard', came to Fury and said he knew where you guys were. It took a while, but with some help from Selvig, basically everyone in Asgard, and a few more braniacs, we managed to recreate the same device that Loki used to bring in that alien army into New York. Except, instead of using the Tesseract to bring in an army…"

"You used it as a gateway from one world to another," Stark finished. James nodded in confirmation, smiling. Tony smiled too, his teeth showing as he began to chuckle. "You sons of bitches."

He looked back at the portal, shaking his head, smile still held.

James followed his friend's eyes, gazing up at the portal and the battle surrounding it. The Helicarrier specifically was under intense fire, no doubt in need of some assistance soon. In fact, the moment he flew through that portal, saw the dark world he was headed into, James feared it was already too late.

It was surprising to say the least. No more than two seconds into the fray did he encounter some of Ultron's robotic army. That didn't surprise him. He knew what he was getting into, what kind of fight he'll be in. However, when he came across a few mythical beasts such as a harpy, a dragon, and maybe a cyclops or two…then he began to get a little skeptical.

Like what the hell kind of world he flew into.

And how the hell it managed to turned to shit so badly.

But, as always, S.H.I.E.L.D.—whatever was left of it—was prepared for anything, just as Rhodes was. They brought in their best weapons and their strongest machines, all of which was useless without the best soldiers. And Rhodey sure as hell didn't come unprepared.

He smiled to the sky, motioning his head in that certain direction as a shadow fell across his eyes.

"Oh, and by the way we brought some backup this time."

Tony turned to him. "What kind of backup?"

James only smiled, pointing past Stark. He spun around, noting his friend's knowing smile and stared up into the smoke. Across the vast blackness that filled the streets of Canterlot, the corroding colors of the fire and smoke that infected the sky, something flew right down for the two men in armor. At first, it appeared to be some form of aircraft, and Tony was tempting whether or not to bring up his HUD to analyze it closer.

He didn't need to when that "aircraft" broke through the smoke with two feet planted forward.

When he landed and his large, metallic wings folded together into his backpack.

When Sam Wilson pulled up his goggles and smiled at them.

"Oh…" Tony muttered, "…_that_ kind of backup."

Apart from the EXO-7 Falcon strapped to his back, Sam Wilson was partially exposed to the severity of the war around him. Though he did wear a Kevlar vest and armor plating on his shoulders and knees, his shirt was a dark green with camo-colored pants and black combat boots. A pair of Steyr SPPs remained in his holsters, but other than that he didn't wear anything else to protect him.

Stark didn't know if he was a badass or if he was stupid.

"Sorry we didn't get here sooner," Sam commented, stepping forward and approaching the two. He shook his head, clenching his jaw. "That Heimdall guy…_yeesh_, let me tell you. It was on and off for him. One second he _could_ see this world, the other second he _couldn't_."

He held out his hand. Stark shook it.

"The Asgardians had a tough time actually trying to find…" Rhodes motioned around him, hands outstretched, "…this. We were grateful that they let us use the Tesseract."

Sam nodded. "Oh, we were. Kinda sucked that they wouldn't let us go without them, though. Probably would've gotten here a lot sooner."

"They only had a small opening, and they took it."

"True. And while that," Sam pointed to the Bifrost, prompting the others' attention to shift that way, "will continue to hold as long as Heimdall wants, _that_," he pointed back to the portal hanging over the Helicarrier, "won't last very long. So, we get whatever we need to get done here and head back to Earth."

"May take a bit longer than you think," Stark said, his eyes turning back to the battlefield ahead of him. Both Sam and James followed his actions, gazing into the fight. Tony shook his head. "Ultron's still out there. That's not even counting what kind of army he's built. We need to get in there and get the team together, and get Twilight and her friends somewhere safe."

Sam chuckled. Tony turned his way. Rhodes just cast the two a waning glance.

Looking back to Tony, Sam asked, "Twilight, huh?"

"I know," Stark said.

Sam shrugged, facing the battle in the center of Canterlot. "And let me guess, Twilight's a pony, huh?"

"Yeah," Tony clarified, fully facing Wilson. "How'd you know?"

Another shrug. Sam crossed his arms, smiling. It was James who answered with, "Heimdall couldn't see clearly, but when he did he saw this world and who you were hanging out with. I gotta say, I…I really wasn't expecting it. I don't even know if I want to see them myself."

"Oh, you _have_ to," Tony told him, hand pressed on his shoulder firmly. "They're the nicest bunch when they're not pissed at you."

"I'm sure they are," James mumbled, facing away and back to the battle. For a short moment, the three just stood there, staring, watching as the ashes fell around them from the burning city, as the battle unfolded before their very eyes.

It didn't last long. Sam let his arms relax, a humorous chuckle escaping his lips. He turned back to Stark who met his gaze halfway. He stared at him wondrously, both eyebrows raised, an enlightened grin tugging at his lips.

"A world inhabited by colorful, talking ponies," Sam slowly said. Tony nodded.

"And griffons, demons, beasts who want to see the world burn."

James chuckled weakly. "Sounds like home…without the ponies and griffons."

Just as the silence was about to return to their moment of clarity, an ear-piercing roar broke out across the vastness of the battlefield. It was so strong that it shook the concrete the three stood on, each of them bringing their attention straight ahead where the Helicarrier hovered, directly over the Canterlot Gardens.

"Doesn't sound like Banner," Rhodes commented, fists slowly clenching.

"Sounds like something bigger," Sam replied, reaching up and adjusting his goggles to fit over his eyes. "Well, you know what they always say: The bigger they are..."

"The harder they fall," Rhodes finished, but was surprised to see Sam shake his head.

"No," Wilson stated with a smile, pulling out both Steyr SPPs, one in each hand. "The bigger target you got."

Tony shook his head. "You guys have no idea. I'm gonna need some backup on this one."

It was silent on the eastern and western front. Tony looked both ways, seeing as both Sam and James shared the same mirroring smile, their gazes held with one another. It was too early to be holding secrets from Stark, so he asked, "What?"

"I think you got this one, Tony," Rhodes told him, pointing to Sam. "We'll find the others."

Tony raised a curious brow. "What are you—?"

"Fury's been looking into some of your recent tech," Sam answered, prompting Stark's attention onto him. "I mean, it's not like he knew you were alive or anything, but when he found out you were and what kind of situation you would probably be in…he wanted to come prepared. And I'm man enough to admit that we got a bit of glance at what he and Hill brought to the fray."

"Well, S.H.I.E.L.D. _is_ always prepared…most of the time." Stark paused, brow furrowing in confusion. He turned to Sam. "Wait…you looked at my stuff?"

Rhodes' mask slid downwards, his white eyes illuminating the dark he stood in. Both Stark and Wilson turned back to James, hearing as he said, "Director Fury… Yes… Yes, bring it down. Mark 44, as well."

Stark took a double-take, staring at James with a smile on his face.

War Machine twisted his neck over to Stark, the servos and circuitry winding against his movements. He motioned his head upwards. "Incoming."

Tony Stark looked up.

From the Helicarrier, he saw as it was shot off like a rocket, a trail of fire following suit. It blew right through the enemy army, hovering a good hundred feet up and away from where he stood. Veronica, his tech, his weapon, shot off several pieces of armor, several pieces that were far too large to accompany his Mark 45.

Well, it wasn't _for it_.

Tony smirked, his helmet closing and covering that smirk from the world.

He didn't want such things to concern him and his mission. But when such things aided the enemy, prompting him to act upon aggression, then he wholeheartedly agreed.

Ultron took off for the Helicarrier, destruction being the only thought rushing in his mind. That thought was halted, was torn away from him when he was stopped by some unforeseen force. He already knew what it was when it entangled itself across his legs and body, holding him still, refusing to release him.

Ultron frowned, twisting his eyes down to the earth below. As expected, there stood Wanda Maximoff, her eyes a piercing red, that same redness covering her fists _and_ his legs. He pointed his claws to her, threatening to shoot her if she didn't release him. No words were needed. She'll know.

He didn't see the shield.

When it was already too late, Ultron felt the shield hit him right in the chest, knocking him back, bringing him down. Wanda screamed, yanking her hands straight down into the grass as she fell to her knees. Ultron fell as she did, hitting the gardens with such force that he kicked up both grass and dirt upon impact.

Captain America retrieved his shield quickly, rushing forward straight into the enemy army. "Come on! It's not over yet!" he screamed, waving over the remaining Avengers. Clint followed, as did Natasha, both recovered from their previous endeavors. Pietro was with them, Wanda forcing herself to catch up.

Many of Ultron's forces attempted to break their path, block them from reaching their downed leader. They didn't last long. Led by Captain America, the five Avengers pushed through the sentries and demons as if they were nothing. Shield bashing, arrows stabbing, pistols shooting, magic ripping, and speed tearing, the fodder of Ultron's army never stood a chance.

That is until…

A large hoof crushed the ground between the Avengers and Ultron. Captain America slid to a halt, the others behind him down the same, each one of them staring directly up. That's all they could do. Its eyes were a piercing yellow, its horns rising several feet above its head. With the Helicarrier blocking the light from the portal, darkness covered the gardens, the same darkness they could feel.

And there was Lord Tirek, smiling down at them.

"Just where do you think you're going?" he growled so low, chuckling to himself at the puny size of his adversaries. The leader of them, the Captain, backed away slowly, arms held out wide. The others behind him did the same, eyes still glued to him.

Tirek chuckled once more, stomping forward. Behind him, five hands clawed at the dirt. Those hands rose up, belonging to the arms and embodiment of Ultron. He hovered through the air, remaining right next to his ally. Together, the two stared at the fodder beneath them, each of them smiling.

Neither of them intending anything pleasant.

They knew this. All of them did. Captain America stood at the ready, shield covering his heart.

"Tirek," Ultron slowly said, his claws lowering to the five Avengers below, "deal with them, please. Show them the injustice that was forced upon you, the same kind they enforce upon others. I have _bigger_ problems to deal with…"

"With pleasure," Tirek growled, stomping closer and closer. Strangely, and foolishly enough, they did not move. In fact, their eyes were no longer focused on him. It mattered little. Dark energy began to form between Tirek's horns, an energized ball forming. "Once I am finished with these 'Avengers', I will have the pleasure of tearing these worthless equines to—"

Perhaps he should have been paying closer attention.

They weren't moving because they felt no need to.

They weren't looking at him because they were staring at something else.

Something behind him.

Something that hit Tirek like a freight train.

"_Move_!" Captain America yelled, rolling to the right. Natasha and Clint followed suit, Pietro easily dodging with his sister in his arms. The ground where they once stood was trampled by Tirek's body, the centaur's roars echoing across the battlefield.

Whatever had grabbed ahold of him wouldn't let go. Its grip, hands held around the base of Tirek's horns, was practically unbreakable. Tirek knew this. He also knew that if he didn't try something things would end not in his favor. It was something he could not allow. Not now. Not ever again.

Without thinking, Tirek clenched his jaw, firing off a magical blast from in-between his horns. The blast elicited a powerful cry from whatever had grabbed him, launching it backwards. Finally free, Tirek pressed his front forelegs into the dirt, his palms pushing him upwards. Growling in anger, Tirek rubbed the back of his neck, eyeing just what was stupid enough to charge him with his back turned.

Tirek smiled fiercely. "At last…"

The Hulk clawed at his own face, grinding his teeth together.

"A _**challenge**_!"

Hulk released a devastating roar, charging Tirek with just as much speed as he had before. Tirek moved as well, charging the Hulk with his horns down and another spell charging. The two titans impacted with such a force a shockwave was created, Hulk gaining the upper hand and ramming his fist into Tirek's sternum, launching the centaur skidding several hundred feet in front of him. Hulk kicked off the ground, approaching Tirek as the milliseconds ticked away.

He saw it coming. He rammed his right forearm into the green beast, launching Hulk into a nearby building.

With Tirek preoccupied, Ultron brought his attention back to the Avengers. He narrowed his eyes on them, suddenly bringing those eyes up and deflecting a blast of energy intended for him. He lowered his palm, glared at the Alicorn that remained. The only Alicorn that remained.

Captain America and his Avengers spun around, witnessing Twilight Sparkle flying high and proud behind them, her furious glare focused on Ultron, her horn charging, her voice crying, "Everypony, _now_!"

On cue, as if they had trained themselves for such a moment, the remainder of Twilight's friends immediately took action. Spike emerged from the remaining piece of debris he used as his cover, firing madly with his HYDRA assault rifle at the oncoming waves of demons and sentries. Rainbow Dash took to the skies, joining Twilight. Applejack, Pinkie Pie, Rarity, and Starlight Glimmer hopped over the barricade, charging right into the fight.

The only pony missing was Fluttershy. She popped her head up over the barricade, witnessing the battle unfold.

Seeing the ponies charging forward, Captain America returned to the fight ahead, shield at the ready, boots digging into the ground. His target was centered directly ahead of him, right where all of the magical blasts were focused, where the ponies were charging and where the demons and sentries were standing.

Ultron.

It all centered on him.

It all fell on him.

And he fought back.

Continuously blocking the magical beams from Twilight, Rarity, and Starlight, Ultron had little time to react to the cyan Pegasus shooting at him like a freshly fired bullet. He smacked her across the face, launching the Pegasus into a cluster of bushes. Several arrows were intended for him, fired from Barton, and hit their target.

Ultron easily deflected or allowed the weak projectiles to hit him. He replied with his concussion blasts, dodging and weaving through the air as his army trampled the earth beneath him. Speaking of said army, he flew forward as a body was launched upwards from the pack, hitting his backside. Ultron looked down, spotted several of his army get ripped from the ground, torn to shreds by some mystical, red force, pressured into a ball, and launched right for him. For their leader.

He either dodged or blew them apart, his eyes landing on Wanda. She weaved and plucked her hands into the air in front of her, more and more of Ultron's army sent his way, hitting him with more force every time. Ultron had enough after one of his sentries rammed into his side. He positioned himself to where he had a perfect shot for the Maximoff. He pointed his claw forward.

Only to watch as a lasso flew up and wrapped around his wrist.

"Now, Cap!" Applejack shouted, voice muffled by the lasso between her jaws. Twilight, Starlight, and Rarity fired a volley of beams in unison, Ultron doing his best to block while remaining afloat, Applejack's lasso pulling him down. He caught an arrow intended between his eyes. He lowered it after it exploded, a circular disk ramming into his forehead.

He grunted.

And he fell.

Applejack yanked down as hard as she could. The combination of Twilight's magic, doubled by Starlight's and tripled with Rarity's, consumed Ultron's body. They struggled, but they did it. Ultron was down, his body coming to a rest in the grass and dirt. Even then he began to stand despite the magical auras holding him down.

Struggling at first, Ultron slowly craned his neck up, his eyes staring straight ahead.

Straight into the barrel of the party cannon.

And the pink pony winking at him.

She pressed her hoof on the trigger. To his own surprise, Ultron was knocked backwards from the force of the cannon despite its ammunition being nothing more than pressurized air and confetti. As he fell backwards, even more of his army appeared to aid, blocking the ponies' path. A gust of silver wind tore them apart.

Followed quickly by the witch's magic impaling each of their chests, each sentry and demon fell to the dirt, dead. In that moment, once Ultron began to rise back up despite the magic holding him down, the Avengers rushed forward. Pietro ran back and forth, ramming his own body into Ultron's form again and again.

Just as Natasha and Clint ran forward to assist, Ultron rammed his elbow outwards, Pietro running right into it. The Sokovian grunted in pain, flipping in the air and coming to a rest in the dirt and grass. Even then, Natasha and Clint were already on him. She knew bullets were useless against him. Instead she smacked the AI against and again with her batons. He wasn't at full height. He was on one knee.

Clint made sure he stayed that way, he and Natasha keeping him down with aid from the ponies' magic. He used his bow to smack Ultron across the face, Natasha doing the same with her foot. Together, the two weaved and beat Ultron mercilessly with help from Wanda's magic protecting them from the enemy army around them.

Hawkeye ripped out an arrow from his quiver. He aimed for Ultron's head, jamming the tip right where his eye was.

But stopped.

Only by Ultron's claw.

Natasha actually stopped. Stopped fighting, moving, and breathing. Clint basically did the same.

Ultron slowly looked up at them, his red eyes bleeding blackness.

"My turn."

With his hand that gripped Barton's wrist and his upper left fist, he pushed both Avengers back, basically tossing them like ragdolls tumbling and skidding. Twilight, Rarity, and Starlight all screamed as Ultron began to stand up, their magic around him breaking apart as the red overcame their rainbow of color.

Captain America was already there, already fighting. He tossed his shield right away, hitting Ultron's chest and causing it to bounce off and upwards. Luckily, Rainbow flew by, catching the Captain's shield and ramming it into the back of Ultron's head. He reared forward, she skidded to his right, tossing the shield back to its owner.

With shield in tow, Captain America went right to work, applying punches and kicks to Ultron while he was still vulnerable. His body bent, turned, and flinched to the Captain's hits, doing little to nothing in comparison to Rainbow Dash and her attacks. The Captain reared back, bringing the edge of his shield right for Ultron's forehead.

He caught it.

The horrific _clang_ of metal against metal broke through the air. Captain America could only watch, see as Ultron's eyes lit, digging into his own. His lower left arm reared upwards, upper cutting the Captain. Bringing the shield back, Ultron slammed its front into the Captain's chest, launching him back just as the others had. He caught Rainbow Dash's hoof, ignored the look of shock in her eyes, and flung her into Pinkie's party cannon.

Pinkie Pie's eyes grew ten times larger, her mane deflating.

Rainbow hit the cannon with such force that she, the cannon, and Pinkie all flew back and hit Twilight. Rarity screamed, falling to the ground in an exhausted heap. Starlight nervously turned to Rarity, then back to Ultron, sweat streaming from her forehead, veins bulging as her magic slowly began to fail.

Ultron ripped off the lasso tied to his wrist, gripping it in his palm. Ahead of him, Applejack struggled against his strength, her hooves digging into the dirt. Behind the mare, Wanda was still at work dealing with the continuous waves of Ultron's forces. He yanked the lasso backwards.

Except there was nothing on the other end.

Looking to the rope, then to the mare, he saw as she quickly began to backpedal, eyes wide and jaw agape. She wasn't staring at him. He wouldn't make the same mistake Tirek had.

Spinning around quickly, Ultron jammed his claws forward—

The flying, metal missile was too fast.

Too fast for him, nearly too fast for Applejack, and almost too fast for Wanda. Her eyes doubled in size, the Maximoff jumping to safety as Ultron shot past her, the missile following. Together, she and Applejack looked from the dirt to see Ultron's body rush past Hulk and Tirek and disappear into the brick, glass, and dust of a far-off building. They saw as the missile shot upwards, a trail of fire behind it.

Captain America was just getting up when he saw it fly over his head. Twilight, Pinkie Pie, Rainbow Dash, Natasha, and Clint were all following his actions, their eyes watching the missile-like object. Starlight was still standing, barely standing, and watched as it flew by. Applejack and Wanda, still lying in the grass, stared upwards. They turned their heads right.

Even Pietro Maximoff, struggling to stand, spun to his right once the missile came to a sudden and abrupt stop.

It was never a missile. From where it was, from the fingers stretching outwards, it was a hand.

A _fist_.

The fist that slowly dipped down to rest at the side of the body. The fist that belonged with the arm, with the body, and with the entirety of the Hulkbuster armor.

While many lied in silence, everypony too slack-jawed to speak, Tirek had no time for such things. He held the Hulk down, lifted the struggling beast in his grip, and punched him right in the face. Hulk roared in mixtures of pain and fury as he flew into the building at the end of the gardens, possibly even crashing through to the next one. He offered one final glare, one final snarl before spinning around the moment a tremor broke through the Canterlot Gardens.

"What…?" Tirek growled, wiping the side of his mouth and finding blood coated on his forearm. "What is _**this**_ meant to be?!"

Whatever it was, it stood even larger than the beast that had attacked him earlier. Its chest and eyes burned a bright blue, golden and red armor covering its entire bulking body. From below, Tirek could see as the demons of Tartarus fled in terror from the sight of it, leaving the gardens to just the two titans.

Inside, adjusting himself and relieved to see power at 100%, Tony Stark glared at his lone opponent directly ahead of him. His HUD enlarged, his speaker announcing loud and proud, "I'm the guy who's gonna kick your smelly ass back to Hell."

"Is that so?" Tirek chuckled, the magic between his horns igniting. "Come then, fool! Let us settle this once and _for all_!"

Stark tightened his jaw. "Alright you ugly piece of shi—"

"Stark!"

Tony looked down, then rolled his eyes to see Steve glaring at him. Natasha struggled to stand, but when she did she said, "It's okay! Steve said a bad language word earlier!"

The Captain lowered his head, then shook it. "Romanoff…really?"

Another eye roll later, Tony stared straight ahead once more. He said, "Alright you…slightly unattractive piece of…turd… Let's see who the biggest monster in Canterlot is."

Confused at first, Tirek shrugged it aside with the battle on the horizon. He clenched his jaw, rows of razor-sharp teeth showing. Just as he was about to release his first blast of magical energy, a familiar roar appeared behind him, following quickly by the eruption of brick and glass.

Tirek spun around, being instantly met with the Hulk's fist connecting with his jawbone.

The force of the punch sent Tirek flying, his massive body intending for the area where the grounded Avengers remained. Steve Rogers brought up his shield, covering Natasha. Wanda did the same for Clint and Pietro, creating a sphere of her own magic. Twilight and Starlight both created individual domes, each mare rushing inside of either one.

They never needed to.

None of them did.

"Puny Banner doesn't count!" Stark shouted, flying forward and gripping Tirek's entire face into his palm. He flew over his friends, ramming the centaur into the grass and into the streets of Canterlot.


	55. Two on One

The scream was unlike anything the Equestrian Army had ever heard.

In one simple moment of clarity, when they weren't defending their city and themselves against Ultron's forces, the ponies covered in golden, dark blue, and shimmering armor turned their heads away from the streets that lied ahead. Instead, they spun around, jaws gaping at the sight of it.

The scream they had heard erupted from the building crumbling to the street. Bricks and glass, steel beams and the foundation that held the structure together came crumbling down in a mix of dust and fire. It fell straight down, spreading its cloud like a rushing fog throughout the streets.

Ponies that stood in disarray, wounded and bleeding, slowly began to wield whatever strength they had left and run. Even then, they were no match for the speed of the dust, its entirety filling the surrounding streets in less than ten seconds. It was near impossible to see. Ponies stumbled through the calamity, screaming to one another, swinging their weapons aimlessly as enemies drew into the smoke.

As silence returned, as much silence that could be offered in the war surrounding them, a titan stumbled out of the destruction of the building, its piercing, blue eyes scanning the battlefield. It saw as the Equestrian Army was left in disarray after the fall of the structure, coughing in the dust, peering through the madness, never escaping.

Tony Stark had nearly lost himself staring. He got shot in the back and was propelled forward like a rocket.

Impacting the building on the other side of the street face-first, the Hulkbuster tore through the entire building, coming to rest in the next street. Tony groaned, ignoring the flashing lights popping up on his HUD, and instead chose to listen to the AI.

"_The Mark 44 isn't invincible, Boss."_

"Just like all the others," commented Stark, ignoring the fleeing Royal Guard in the street. He pushed himself up and off the gravel, standing fully and staring straight into the building side. Through the hole, he could see the centaur emerge from the dust and smoke, a ball of glowing, red energy forming between his horns.

"How much power we got?"

"_Power's at 99.9% capacity."_

"Yeah, that's what I thought."

Before Tirek had time to react, Stark shot out his palm and fired a repulsor beam. The beam went straight through the damage Tony had caused, hitting Tirek right where it hurt. The centaur growled as the beam struck his face. The energy forming between his horns died down, both arms reaching upwards to block the beam.

It held him down, but only for so long. Stark rushed through the building, making the hole even larger and stomping forward into the previous street. He jumped upwards, closed his fist that once had a beam shooting out of it, and punched Tirek in the jaw.

"_**Graahh**_!" Tirek bellowed, stumbling to the side from the force of the punch. He pressed a hoof deep into the cement, his right palm digging into the gravel. He looked back, only to receive another unexpected punch, this time on the other cheek.

Stark went at him while he was down. Tirek continued to swing, to slash, and to punch, but he missed every time, and every time Stark countered with another strike. Tony bent down as Tirek swung madly for his head, Stark replying with a fist to the abdomen. Tirek reeled over with another grunt, Tony delivering a swift kick across the face.

Tony kicked out his remaining forelegs, knocking the beast over. He finished with both palms pushed outwards, a pair of repulsor beams shooting down and blasting Tirek deeper and deeper into the earth. As the beams conjoined, growing brighter, stronger, Lord Tirek continued to scream in mixtures of pain and fury. Stark tightened his jaw, increasing the power on his repulsors.

"Friday, how are we looking?" Stark managed to say, his vision nearly blinded by the strength of the beams.

The AI replied almost instantly, flashing lights appearing on Stark's HUD. _"Boss, it's not working. I'm detecting no physical damage to—"_

Not even Friday had time to react. Stark saw as a red palm shot out between the beams, the fingers wrapping around Stark's area of sight. Tony grunted. "Yep! He's got me!" He brought up both palms, the pair of beams rising up and striking Tirek. Despite this, Tirek ignored the beams, standing fully and slamming Stark into the street.

He brought up the Hulkbuster armor and slammed it again.

"Worthless!"

Again.

"Foolish!"

Another.

"Piece of scrap metal!"

One more.

Okay, even with the Mark 45, even with the _Mark 44_, Tony Stark felt that one. He stared up, trying to take in a grasp of air. The fingers covering his line of sight broke off, revealing a large crack split across Stark's HUD. And above, Tirek glared down at him, his yellow pupils burning bright. Stark shot out his palm.

Tirek brought up his foreleg and crushed Stark's forearm, the beam shooting directly outwards and dying. Stark tried his other arm. It, too, was held down by Tirek's other foreleg.

"Friday, give me something," Tony muttered, flexing his palms, staring Tirek dead in the face. The crack broke off Tirek's smile, making his face appear distorted. Another orb of glowing energy formed between his horns.

Friday responded, _"On your right."_

"Now you see just what kind of _power_ I'm capable—" Tirek was saying, only to be interrupted mid-sentence by a familiar force equivalent to a freight train.

Tirek's screams echoed across the buildings as he was tackled by a green blur. Stark pushed himself up, lying on his left elbow as he observed the street ahead of him. Pockmarked and scattered, the Equestrian Army could do little as the two titans duked it out in the center of the battle. Ultron's sentries were crushed as the two rolled and fought, demons chose to either flee or aid in the battle.

Either way, ponies were caught in the crossfire. Despite the damaged to his armor, Stark pushed himself up. "Friday, give me a count on the friendlies in the area."

Quickly and precisely, his HUD picked up all of the friendlies in a blue outline, Hulk included. They were surrounded, the Equestrian Army holding their own as Hulk and Tirek pushed against each other in the center road. Tony nodded. "Alright…and the bad guys?"

His HUD was filled with red outlines, easily outnumbering the blue. Tirek especially.

The two struggled over power, both the Hulk's and Tirek's palms latched together, pushing against one another over who was stronger. In the midst of it, Hulk managed a few sneaky punches, Tirek replying with his own. The two didn't care for who stood in their path, who got caught in their struggle.

But Stark did.

"Everypony, clear out!" he announced loudly. "Target all bogies, Friday!" Stark yelled, both his palms and feet igniting. The Hulkbuster shot forward, gaining speed and easily acquiring flight. As he was in the air, as he grew closer to the two titans, Tony shouted, "Now!" His suit fired off a barrage of rockets, each missile following its target, either demon or sentry.

Tirek looked around, saw as the missiles hit the area and spewed concrete into his face. He growled, looked up, saw and definitely felt the fist connect with his forehead.

"Clear the street! Clear the street _now_!" a pony in golden armor shouted, blood pouring from his forehead. He, as well as many others, began to make a run for it as the three titans stumbled forward, completely taking up the street. Many had listened to the warning, but others were still caught, whether it be fighting off remaining enemies or just being plain unfortunate.

Either way, blood was shed.

Tirek fell backwards from the force of the punch, rolling on his back and gaining his footing rather quickly. He stared straight ahead, ignored the blood pouring from his lip, and rammed his fists into the concrete. With an ear-splitting roar, Tirek managed to hit the concrete beneath him with enough force to jut it upwards. Hulk, who had unfortunately focused heavily on tackling Tirek once more, ran directly into the concrete's edge.

As Tirek brought up his palms, the concrete fell, crushing the bellowing Hulk beneath it. He heard a crash behind him, the charging of a repulsor. Without a thought, Tirek swung his forearm behind him, striking his opponent with enough force to launch him into the opposite building.

And so it did. Stark grunted once his back hit the building side, his eyes landing on the centaur. Tirek stared upwards, another orb of energy building between his horns. This time, he unleashed that energy in a single beam of unhinged power, the beam striking the building Stark had impacted. Tony stared upwards, eyes widening at the sight of the beam demolishing the building side.

Remnants and debris from the building began to break off and fall to the street, supposedly to crush Stark beneath it. However, Stark saw something else. Ahead of him, there were still guards left in the street, all of them gazing at the falling debris, others trying to escape.

They could never escape. Not in time.

Instantly, Stark pushed himself out of the building and hovered several feet above ground. He stared up, both palms jutting outwards and firing a series of repulsor blasts directly above him. He destroyed the smaller pieces of building debris, nothing more than chunks the size of pebbles or smaller rocks raining down. However, as Tirek continued to plow the building side, larger pieces began to fall.

Tony bit his lip, destroying every piece he could see, but it wasn't enough. _He_ wasn't enough. A massive chunk of building fell straight for him. Stark fired his repulsors right for it, but he was too late. With his hands held above him, he caught the chunk of building, other pieces falling and building on top of him.

Tirek ceased his destruction of the building, instead aiming for Stark's leg. He fired. Tony screamed as his right leg was torn, causing him to fall to one knee and eventually collapsing under the weight he held. As the Hulkbuster crumbled, so did with the remainder of the building. Tony could only watch as chunks of debris continued to fall, crushing ponies who still hadn't escaped.

Crushed. Just like that. Their voices drowned out until nothing but the sound of crashing brick and glass could be heard.

And he laughed.

Tony stared from where he lied, Tirek appearing upside-down to him. He watched as he laughed, his beam of raw, unhinged energy exploding from between his horns. Once the beam died, Tirek standing over the bloody corpses and the shattered remains of one of Canterlot's finest towers, he said, "Do you see it now? No matter how hard you try, no matter what you do, there will _always_ be those who die because you weren't strong enough to save them."

Stark looked over to see Hulk struggling, and managing to push the concrete off of him.

He turned back to Tirek, seeing him ready another orb of energy. "And _you_ are not strong enough to stop me."

"I might not be," Tony muttered, his voice still heard by the centaur, causing him to chuckle in amusement. His eyes shifted back. "But I know someone who is."

Tirek had no time to respond when a slab of concrete was slammed into him, launching him down the street tumbling and rolling. The Hulk roared, tossed the pieces of concrete he held aside, and jumped straight into the air, straight for the withering centaur.

"That was for _them_ you son of a bitch." Tony shifted his gaze over to the bloody chunks of building lying in the street. With a grunt of effort, he pushed the building off of him and rose to full height. Down the street, directly ahead of him, the fight between the two raged on.

In the darkness, in the heat of the flame consuming Canterlot, the two titans fought to the bitter end, no clear winner in sight. Before Tirek could manage to get back up, Hulk tackled him once more, sprawling him on his back with Hulk viciously pounding him on top. Tirek raised his hands to block the strikes, his strength either mirroring the Hulk's or slowly degrading against it. Whichever it was, he couldn't deny that each strike dealt a greater damage each time the beast successfully hit.

Roaring in pain, Tirek brought back his front forelegs and planted them on the Hulk's chest. He pushed hard, launching Hulk back down the street. Before he had time to get up, Tirek's eyes grew wide and he weaved his neck right, barely dodging the fist intended for his head.

Now embedded in the street, Tony ripped out his left fist and turned it to Tirek. He was met with a burst of energy striking his left shoulder, spinning him and landing with his chest on the ground. With both foes currently wounded, Tirek forced himself on all four hooves pain coursing through his body, blood leaking from wounds on his face.

He faced the red beast lying on its chest. He growled, charging up another spell. Just as Tirek fired away, Stark spun around, firing a repulsor beam to meet Tirek's magic. The two energy beams collided, pushing Tirek back with his hooves skidding in the street and Stark digging deeper into the road.

When he came to, waving the smoke away from his vision, Tirek was met with yet another fist to the face. He felt something crack in his jaw, something that elicited a powerful scream from the centaur. He replied with his own strike, swinging madly at his foe and missing. The Hulk ducked under the swing, kicking up and delivering an uppercut to Tirek's chin.

Once more, he was pushed back, this time taking steps despite the cries from his fractured mind. As Hulk dug deeper, punching harder and pushing Tirek farther and farther down the road, Tirek found himself slowly being degraded, slowly breaking down with each strike dealt his way. It wasn't long before the Hulkbuster arrived, aiding in crushing any resilience that Tirek had to offer.

Together, both Stark and Hulk delivered their own strikes against the centaur. Tony applied severe punches against Tirek's face and abdomen, deflecting Tirek's strikes and responding with a repulsor blast to any part of his body that wasn't protected. In turn, Hulk was an unstable fighting machine, delivering wild punches and kicks similar to that of a mad gorilla.

It was overwhelming. Whenever he tried to use his magic, he'd get punched in the face. Whenever he tried to retaliate with a swipe of his forearm or a punch of his fist, he'd get swarmed with strikes up and down his body. The Hulk reared forward, roaring as he rammed his green fist into Tirek's ribcage. A sickening crack reverberated through the streets, an ear-splitting cry doing just the same. Tony struck him across the face.

With each hit pushing him down, the severity of the situation became more and more clear. Despite having consumed the magic of hundreds of ponies, despite sucking the power out of two god-like Alicorns, he was still faltering. He was actually _losing_ to these two freaks from another world. Such a thought turned into questions he didn't want to know the answer to. Like how could he falter to lower life forms? That he had become arrogant once more? That maybe his strength might fail him?

That he would lose everything…_again_?

That thought alone li a certain spark in Tirek's dark, twisted heart, enraging him. Fueling him with the strength he needed to ignore the pain in his body and deliver it to his enemies. With that thought in mind, Tirek gritted his teeth, his fists clenched together, his eyes shut tight.

Tony Stark reared his left arm back.

"GAAAHHH!"

Just as he moved in to strike, another beam of dark magic exploded from between the centaur's horns. It struck neatly between the arm and the shoulder, completely severing the Hulkbuster's left arm. The Hulk flew back from the blast, roaring as he did so. As the arm flipped in the air, landing in the shattered cement, Tony Stark watched it fall. A bit of déjà vu, but nothing he couldn't fix with a simple call.

"Veronica," Stark stated loudly. He jutted his right palm forward, blasting a single, constant beam into Tirek. He replied with his own, the two beams colliding to create a shower of sparks dancing across the street. "I need a hand here!"

Just as he called, the Veronica device hovered over a pair of rooftops, shooting off the necessary pieces to form the Hulkbuster arm. Stark saw them coming. He kept up the repulsor beam, seeing it grow shorter and shorter as Tirek began to grow closer. The pieces flew in, forming together where the missing appendage once was to form a new one.

The fist came in, locked into place, and clenched together.

And Tony shot that fist forward.

Only to have it stop in mid-air.

He couldn't move. No matter what he did, as the orange aura consumed his forearm and body, Tony Stark couldn't move. "Friday…" he muttered barely over a whisper.

"_Boss, we have an unknown energy spike in our systems. We can't move,"_ she explained.

"Yeah, that's what I thought."

Tirek grinned madly. With a grotesque roar, he swung his neck back, bringing the entire Hulkbuster armor with him. He spun completely around, smashing Stark from building side to another, and slammed him into the charging Hulk. He released his grip on Stark after that, watching as the two went flying through an entire building.

The two broke apart once they exited the building, Hulk landing and tumbling through the street until he crashed into the next set of buildings, spewing marble and brick across the road. Tony managed to gain flight despite the flashing lights buzzing across his HUD that told him otherwise.

"Well, we can move now," Tony said. Another roar, this time from behind. He spun around, shot out his arms, but wasn't quick enough to fire on the quickly approaching Tirek. He leapt through the destruction of the building, ramming Hulkbuster with his head first.

The two dove straight into the next set of structures at the end of the street. They impacted the side of a small tower, crashing through it and landing in the street below. Tirek came out on top as the tower behind him fell. He reared upwards, fury in his eyes, and brought down his fist. To his disbelief, he saw as the machine beneath him caught his strike with one hand.

That same hand growing longer, consuming Tirek's forearm.

"What is _this_?!" he bellowed, clawing at the device locked around his arm.

"Get ready for the ride of your life, asswipe."

Still trying to escape, Tirek could only release another signature roar as he was lifted off the ground, held tightly by the grasp of the Hulkbuster. The suit lifted off the ground, hovered for a short moment, and then took off at blazing speeds down the road. Tirek struggled with the device around his wrist. Tony helped by lowering him down to street, letting him skid across the cement, ram into several demons, and even swing him into a nearby shop.

Even then, Tirek was not finished. He still thrashed in Tony's grasp, punching and clawing at whatever piece of the Hulkbuster he could grab. And he was doing same damage. Even Tony, after smashing Tirek from one building to another, was having trouble holding him. It wouldn't be long now. He just had to hold out a little longer.

Tirek reared his claws forward and gouged at the Hulkbuster's abdomen. He yanked hard, ripping out the armor and exposing the wiring and circuitry beneath. Tony grunted. "Okay, you're pissing me off." He saw the city's limits up ahead, the dark mountain approaching closer as they jetted down the road.

Before he had another opportunity at digging deeper into the armor, Tirek felt himself impact a much harder surface than earlier. He roared in pain as his back was dragged upwards a steep and jagged ground. Stark tightened his jaw as he continued to push Tirek harder Canterlot Mountain, the duo rising higher as Stark continued to climb.

"Release me this instant!" Tirek bellowed, his head constantly thumping against the side of the mountain.

To his surprise, his foe listened.

"Gotcha covered!"

And just like that, the lock was broken. And just like that, Tirek fell.

But he wasn't finished with him just yet. Stark flew back down, dove close to the flailing centaur, and punched him right in the sternum. He plummeted like a meteor, impacting the very top of the closest building and bringing it down in a cloud of dust. But even then, as the building crumbled into nothing, Stark wasn't finished.

Hovering in place, Tony released another repulsor beam, this time aiming for the mountain. As his beam of energy struck the side of Canterlot Mountain, massive boulders broke off and tumbled down to the city below, directly where the building had fallen. Stark continued this until a pile of boulders replaced the building, leaving nothing more than just that.

He lowered his arm, slowly turning back.

The dust had almost completely settled, the madness of war slowly beginning to trickle in. Stark flew back down to the city, landing in the fog with a heavy _thud_ in the streets below. "Friday, give me a scan of the area. I want any heartbeats you can find."

The first heartbeat was his own, followed by another deep underneath a pile of boulders.

Stark cocked his right forearm, his wrist lighting up. Jutting his right arm outwards, he slowly began to approach the remains of the building, to the piles and piles of rock and stone. Just as was the pile was Stark's face, hardened to the point of a life-like sculpture, focused heavily on one point of interest.

Each step forward, each stomp creating small vibrations through the streets. The madness of the war around him had been completely drowned out, his entire focus solely based on whatever the hell the monster he was fighting. He took another step forward and stopped, his eyes glowing through the dust and darkness, forearm held outwards, ready to fire.

The pile of boulders were silent.

The dust had finally settled. It was clear.

Yet he was not dead.

Far, far from it.

Then they erupted. Like a volcano years of being untouched, the pile of rocks erupted, spewing slabs of stone across Stark's field of vision. He didn't care. He fired blindly through it all, only stopping once his right arm was blown to shreds. That same, orange bream of raw energy tore through the smoke and destroyed his right arm, Stark stumbling.

"Veronica!" he called out again.

Again, Veronica hovered close to the fight. However, before she could fire off another set of parts for an arm, she was blown right out of the sky by that same orange beam.

"No cowardly weapons can save you now."

Stark spun back around after witnessing Veronica crash in the streets. There, pushing over boulders three times his size as if they were nothing, Tirek emerged out of the rubble, bruised, bloodied, but still standing. Still willing to fight. He wiped his mouth and slowly lowered his fists, nothing but blood-red teeth showing in his teeth.

He dug into the cement with his hoof, snorting. "Face me as you are…_hero_."

His coordinates were set, the message being sent to his eyes in the sky. Tony Stark breathed through his nose, saying, "Bring it on, Mr. Tumnus."

Someone didn't like nicknames. In an instant, Tirek was charging with his head down, horns forward, and magic firing. Stark kicked up and to the right, dodging the blast and coming back with his left fist swinging downwards. His remaining palm struck Tirek in the back of the head, pushing the centaur into the ground with a painful grunt.

Tirek rolled over, only to be easily pinned and pushed back to the ground. He fought back, clawing at the Hulkbuster armor, clinging onto Stark's remaining arm, but it was all for naught. Tony broke away, stood directly over the struggling Tirek, and punched him in the face. Repeatedly.

Like a lot.

In fast, piston-like motions.

His head bounced up and off the gravel, the indent in the street getting deeper with each strike. Tony knew it wouldn't hold for long. If this bastard could survive a building falling on top of him followed by an avalanche of boulders then he could definitely take a few hits. He just needed to hold out until the cavalry arrived.

It had better hurry, too. Tirek kicked up with his front forelegs, launching Hulkbuster up and off of him. Scrambling upwards, Tirek quickly dodged the swipe, replying with his own. Tony grunted, sparks and flashes going off within his field of view. He jammed his left arm out and caught Tirek right in the throat. Igniting his feet, Stark burst upwards, firing a repulsor beam and launching Tirek right back into the street.

Once he landed, Tony heard, _"Coming in hot behind you, Stark. Clear a path."_

He spun around and saw the Quinjet far down the street just above the rooftops. He never did see the beam of energy strike him in the chest. Tony hissed in pain, slowly spinning back but ultimately failing. He fell to one knee, his last palm pressed hard against the concrete. Directly ahead, emerging from the small crater, Tirek slowly arose from the smoke.

"_Stark, I have the target in range. Move away now!"_

Tirek charged blindly once again. Idiot. Tony licked his lips. Waited. Then struck.

His feet burst to life, his fist leading the charge with an uppercut right on Tirek's white beard. Tony shot over him, spinning around and landing behind the centaur. With that advantage, Stark quickly wrapped his remaining arm around Tirek's neck and held him there, strangling him, suffocating him.

He heard him struggle, he felt him reach back and saw as his fingers clawed at his helmet. Tony tightened his grip, forced whatever power he had in his suit and held the beast still.

He watched as the Quinjet swooped below the buildings, firing a barrage of bullets that kicked against the street, quickly leading up to the centaur and penetrating his chest. Stark could feel the bullets hit his forearm, but felt little damage actually affect his armor. Tirek roared in anguish, struggling even harder as Stark's vice-grip tightened.

The bullets ceased. Instead, Maria Hill launched two missiles.

Tirek saw them coming, saw them grow bigger with each passing second. In his struggle, panic fueling his veins, Tirek reached back with all that he was, roaring in pain as his body disagreed, and found luck when he actually grabbed something. Using the remainder of his strength, and to Stark's own horror, Tirek yanked the entire Hulkbuster armor forward.

The first missile struck Tony's back, the other hitting Tirek.

He screamed. Both of them did. Stark flipped through the air, landing on his back in a scrambled heap. Tirek was pushed back as if a tidal wave hit him, his body crashing into a pile of boulders until he slowly sunk back onto the street. Yet, despite all the pain coursing through him, Tirek slowly pushed himself up, both fists planted downwards.

He looked up. The Quinjet hovered directly ahead, its Gatling gun revving up.

Tirek sneered, firing a single blast up above. The beam struck the Quinjet's right engine, causing the flying beast to steer out of control. As his HUD slowly began to fade, Stark could only watch, could only listen as Maria Hill piloted the fumbling Quinjet.

"_I'm hit! I'm hit! Any nearby S.H.I.E.L.D., I am relaying my location to you! Tony Stark is under fire and I can no longer provide support! He's near the mountain on the city limits! This message goes to anyone out there! Mayday! Mayday!"_

Tony saw as she steered right out of the sky, impacting a small tower and spiraling out of sight.

A straining groan began to build to his right. Tony turned that way, seeing Tirek push himself up with aid from a nearby rock pile. He looked up, his twin, yellow pupils staring at Stark lying in disarray. He turned away, eyes landing on the rising tower of smoke on the other street.

At that sight alone, he put the pieces together and slowly began to chuckle. "Oh, was that your friend?" Tirek asked, rising to full height.

Stark said nothing. His eyes remained hard, stare unbroken as Tirek limped over to him, slowly, deliberately. Tauntingly.

The silence was more than an answer. Tirek chuckled heavily, coughing up blood. "I see… How does it feel…knowing that they could have well have been killed upon the crash, but they surely could meet their end when our forces surround them?"

Tony tried to move, but couldn't. He tried his comms, started to say something, then was interrupted once Tirek planted his hoof on Stark's chest. He pressed down, increased the pressure greatly. "They can fight. You can still believe that they have what it takes to defend themselves, but in the end it will be for naught. They will die…just as you will."

Behind him, the storm clouds grew restless, lightning flickering through the heavens.

"Just as this old world _will_. And begins anew."

"Thor, bring down the thunder," Tony grunted.

Mildly confused, Tirek glared down at his foe, only to realize his mistake once more. He didn't have time to shoot around once the bolt of lightning struck his backside. Tirek reared forward as the streams of electricity coursed through his body, earning powerful cries from the centaur. Stark watched from where he lied as the lightning ceased, a certain God of Thunder swooping downwards and landing in the street to his left.

No longer confused, but rather furious, Tirek observed the one who struck him, seeing his red cape flow with the fiery winds, his electrified hammer held tightly. He didn't even need to think when he lunged forward, the only thought he could have being the total destruction of his enemy. Even then, it never came to pass.

Thor, once more, shot out his hammer, yelling his own war cry as a stream of lightning blasted outwards from his weapon. The lightning shot out and struck Tirek again, this time right in the heart. He lurched forward, slowly moving forward one step at a time. Thor backed away, still gripping his hammer, still grinding his teeth, still wondering how the horned beast was withstanding his power.

He spun his neck around. He turned back to Tirek and broke off the current.

"Now, Banner! While he is weakened!"

Tirek looked up, instantly met with that same, foul, green beast from before ramming into him.

The same, absolute power of a freight train.

"Thor!"

Spinning accordingly, Odinson watched as Natasha Romanoff—trailed by several other soldiers exhibiting the S.H.I.E.L.D. insignia on their shoulders—approached him. A pistol in each hand, blood coated across her forehead from an ugly gash next to her temple, the Widow came next to the God of Thunder's side, the soldiers in black remaining still, their weapons aimed forward.

Natasha cocked one of her pistols, eyeing the fight taking place several yards ahead of her. She said, "Got a call from above saying Stark needed some help, and it looks like we got a few reinforcements, as well." She twisted her neck back to the S.H.I.E.L.D., eyeing them curiously.

Thor's eyes shifted from Natasha to the soldiers, then back to her. "Romanoff," he began, hand held out to her. He flinched, however, when a series of crashes and roars broke out deeper down the road. Both Thor and Natasha turned accordingly, the S.H.I.E.L.D. soldiers operating in the same regard. There, they witnessed Hulk holding his own against the mighty centaur, getting flung across the road and impacting the building.

Thor turned back to Natasha, fire in his eyes. "Get these men off the street and provide support!" he shouted, taking several steps forward.

"What are you gonna do?" she asked.

He faced Tirek. He spun his hammer. He cracked his neck.

"Teach this beast some manners."

With a war cry of his own stature, Thor leapt into the air, gripping Mjølnir and smacking it against the unsuspecting centaur. Tirek roared as the hammer struck the side of his head, causing him to stumble where Thor had landed. The Son of Odin quickly spun with his hammer in tow, delivering a swift smack to Tirek's head once more.

Natasha watched this. Breaking her daze, she focused towards the sidewalk, several chunks of building and carriages lined across and providing exceptional cover. "Come on!" she ordered, waving over the soldiers behind her.

As the eleven troops behind her followed, they fired off several rounds onto the struggling centaur. He brought up his tower-like arms, the bullets merely scraping or deflecting off of him. Tirek growled, firing off a stream of dark magic. The blast nearly tore the group in half, the S.H.I.E.L.D. operatives dodging and rolling to several pieces of cover lined across the street.

Natasha especially rolled to cover, popping up and unloading whenever Tirek was open.

It spread. Not only did Tirek have to deal with the Hulk constantly charging him, latching onto him, beating him mercilessly only to be knocked aside and repeat the same process again, but a certain God of Thunder had him in his sights now, followed by the annoyance that were the soldiers lined across the street, popping up and firing away.

What became a tiresome annoyance turned quickly into panic as Tirek found himself surrounded, outmatched, and nearly outgunned. The green beast was on top of him, a hand on each horn, trying desperately to bring him down. Tirek stumbled across the street, reaching back while getting smacked and punched across the face by the god. Thor landed with a skid, unleashing another lightning bolt on the struggling centaur.

"_**AAAHHH**_!" Tirek bellowed, a fresh barrage of bullets sent his way. Hulk rammed his fists on top of Tirek's, yelling as he did so. Thor kept up the electric current from his hammer to Tirek's body, his cape flowing madly behind him.

The bullets penetrated his backside. The Hulk continued to pummel him until he slowly began to fall. The electric current flowing through his body weakened him, his front forelegs buckling and crashing to the street. Soon enough, he was basically on his knees, palms pressed firmly in the street. He looked up, seeing the god yell, "We have him now!"

With that said, he turned his gaze to the rest of the road, eyes widening. There, he could see the soldiers in black exit their cover, slowly move closer and unloading clip after clip onto the centaur. The Widow followed, _leading_ actually, a pistol in each hand, firing one after the other. He shut his eyes tight, cringing as the fresh wave of bullets tore his skin and broke through muscle.

Just a little longer…

Just a little…bit…more.

They were close enough.

He fired one magical spell forward, a blast so powerful that even the might of Thor could not withstand. Odinson was shot back, hammer tumbling in the road as the wielder flew through a glass window and entered a small shop. The electric current had been broken. Tirek swiped with his right forearm, hitting every single S.H.I.E.L.D. soldier and flinging them backwards.

Natasha was the only one who saw it coming, dipping down low and weaving out of the way as Tirek swung at her again and again. She replied with a few bullets, each one aimed for Tirek's face. He still struggled despite everything, the Hulk atop his back furthering its onslaught.

Ignoring the bullets grazing his skull, Tirek stood up to full height. "Off, you worthless beast!" he bellowed, reaching back and snatching the Hulk's arms. He flung the beast forward, tossing him across the road. Hulk tumbled and rolled, disappearing within the darkness of the city streets.

He watched him vanish, flinching only when a bullet struck his temple. Twisting back, Tirek wasted no time in unleashing a stream of dark magic from his horns, obliterating the road and anyone on it. Natasha quickly rolled to cover, the soldiers with her unfortunately unable to do so once the beam crossed them, disintegrating them.

Natasha hopped over a piece of building debris, flinching as scraps of cement flew over her.

Tirek ceased. Looking around, he noticed the remained of the soldiers in black either crawled to somewhere safe or lied as a pile of human ash. He chuckled, twisting his hardened gaze to a certain pile of debris. "Why do you hide?" he taunted, stepping forward. "Reveal yourself, coward, and face the damnation you so rightly deserve…"

With her back pressed firmly against the debris, chest rising and falling uncontrollably, Natasha Romanoff gulped silently. She stared straight ahead, ignoring the sounds of the war around her and focused heavily on one thing: herself.

It wasn't the first firefight she was in, it sure as hell wouldn't be the last.

She raised her pistols, breathed in silently, then made her move.

Natasha rolled to her left, already dodging the beam of magic intended for her. As she rose up, she fired away, unloading an entire clip right away. Tirek brought up his arms, blocking the bullets but unfortunately losing the target.

She appeared on his left, firing away until a certain bullet struck Tirek's skull, causing him to fumble. He roared in agitation, twisting his gaze over to where she stood. Already, she was gone, reloading her guns, running, and firing away. Tirek screamed, unleashed another stream of energy from his horns, which Natasha dodged. She slid amongst the gravel, unloading her right pistol until the slide cocked backwards.

"Crap!" she yelped, dropping the empty gun and handling her last weapon with two hands. She rose up, aimed down the sights, and fired three bullets. Each struck a nerve with Tirek, causing him to roar and shield himself. She didn't stop. Natasha moved forward, eyeing every entry, any free area that Tirek wasn't guarding and fired away.

It was to the point where even the mighty beast began to back off, each bullet tearing into his skin that he once believed was impenetrable. With each step he took back, Natasha pushed forward, the slide cocking back, moving forward, and repeating with every _bang_ that echoed in the streets, every burst of light exiting the barrel and penetrating the centaur.

She shot two more bullets, one striking Tirek's hand and the other grazing his head. Tirek yelled and brought up his hand, revealing his face. Natasha jutted out her forearm, aimed down the sights right for his eye, and pulled the trigger.

_Click_.

Both Natasha and Tirek looked to the pistol in her hands. The slide was fully cocked back, smoke rising from the chamber. Slowly, she brought up her gaze, stared into the growing smile of the beast five feet in front of her.

"Uh, oh…"

Tirek wasted no time. He had enough. He fired a beam of energy right where she stood, knocking the Black Widow out with a piercing cry erupting from her. Natasha hit the nearest piece of debris, sliding down to the street with her pistol cluttering and resting next to her motionless form.

The scream carried…

The Hulk pushed the rocks off of him, his eyes growing wide.

There, lying in a disheveled state with her eyes closed, Natasha Romanoff was encased within the shadow of the looming Lord Tirek. Blood leaked from her forehead, her chest remaining motionless. As if she wasn't breathing. As if she…

Bruce Banner didn't know what happened after that. He didn't remember a whole lot whenever he went green. All he could see were flashes, glimpses of what he was capable of in his state of restlessness, ultimate power. They came back to haunt him in his nightmares. They always did. But something snapped that moment, something that locked Banner away and shielded his eyes.

The Hulk had control now. No man full of sympathy and understanding, but a killer. A monster.

One that wanted blood and would stop at nothing to do so.

So he did.

He screamed.

Tirek himself shook from the scream, spun around to see something entirely different charge him this time. Maybe it was the speed of the beast, maybe it was the power in its voice as it dug deeper into the street, pushing itself forward. No, it wasn't that. What he saw were the eyes, the ferocity in them, the bloodlust and rage filling the veins and leaving nothing left. That's what he saw.

That's what left him frozen in terror.

For the first time in his long, long life, Tirek never experienced fear. The thought alone made him feel disgusted, inadequate. He never let such emotions plague his thoughts. But now, the beast ramming into him once more, with more strength than he ever thought possible, that thought became a reality, fear entering him for the first time and breaking down what made Tirek strong.

And he screamed.

He screamed and screamed and screamed.

Hulk delivered swift punches across Tirek's face, his gut, his chest, kneed him in the foreleg, brought his leg back and snapped that foreleg in half, and continued despite the piercing cries from the beast now at his mercy. Tirek crumbled as his foreleg snapped, but Hulk wasn't finished. He slammed his hand underneath Tirek's chin, clutching the centaur's throat and pushing him onto his back.

Tirek lied in disarray, blood flowing from his lips, his eyes, and coating his teeth. He could do nothing more as Hulk slammed himself onto his chest, pounding his fists into Tirek again and again and again. He raised his arms, hands held out, but Hulk slapped them aside, continuing to beat Tirek into the bloody pulp he now appeared to be.

Hulk reached down, wrapped his left hand around the centaur's throat and used the other to deliberately strike him square in the face. He continued doing so, his green knuckles now red, droplets of crimson flying up and painting Hulk's chest and face a whole other color.

Lost in the bloodlust, ripping his hands free, Hulk reared forward and wrapped both of his palms on Tirek's right horn. He screamed as the centaur did, yanking hard and leaning back with all of his strength. A sickening, bone-snapping _crack_ broke through the air, followed by the cries of a fallen lord, drowned out by the blood-curdling roars of the Hulk.

With the horn of another in his grasp, Hulk spun it around, the sharpened tip aimed right for the bloody eye of the broken beast below him. The fury never stopped, the fire in his eyes now a blistering firestorm that spread through his body.

He raised the horn above his head. Tirek's eyes grew ten times wider, his jaw falling.

With yet another roar, he brought it down.

"_Bruce_!"

And stopped. The tip hovered mere inches from Tirek's right eye.

Chest heaving, blood dripping like sweat, the Hulk turned his fiery stare over to where the voice cried out. Below him, the fires of the buildings lighting the street, he could see Natasha Romanoff make her approach, an unforeseen fear riddled in her eyes. Those eyes shifted downwards, to the horn in Hulk's grasp, then to the beast.

Not Tirek.

But something far…far worse.

In that moment, Bruce Banner was shown the light once more. Freed from his bondage, the killer, the Hulk finally backing away, Banner looked to the horn drenched in blood. The same blood that covered his body, the blood dripping down to paint the broken creature underneath him. He breathed in weakly, his grip around the horn loosening.

And then he dropped it. The bone fell to Tirek's left, remaining there.

He hopped off the wounded beast, slowly acknowledging his surroundings now that he had partial control. The Equestrian Army, what remained of it, galloped into view, some turning away, others appearing sick. They slowed to a halt and observed the massacre before them. A few mares appeared to be on the edge of vomiting, hooves rising to cover their muzzles.

But most of them, even the remaining S.H.I.E.L.D. soldiers, turned their fearful eyes onto the one covered in blood. They stared fearfully, judgingly, slowly backing away. Banner saw such, knowing they no longer stared at the Avenger, but the monster hungry for blood. Basically bathing in it.

He looked down and stared at his bloody hands.

At the small, gentle one resting into his own.

He brought up his eyes, the fire long since dead, replaced only with mild confusion, regret, and pain. The small, delicate creature before him shared similar feelings, her mouth partially open, no words escaping. No words able to form.

Until…

"It's over, Big Guy."

The Hulk, Doctor Bruce Banner, breathed out, gently closing his hand and holding hers.

"It's over…"

And Lord Tirek, broken and beaten, lied in his own blood and tears as the world stared at the monster Banner created.


	56. Introductions Are Too Late

Twilight Sparkle stood silently as her world was torn apart.

As she and her friends paid witness to the darkness falling across Equestria, to the complete and utter destruction of the capital city she grew up in, and finally to the desolation of what remained, Twilight Sparkle found herself just staring. No longer in shock as thousands of robotic entities rained from above—though they constantly did—or the fact that a demon army was hell-bent on the total annihilation of the Equestrian race.

She, as much as everypony else—yes, Spike included—stared up. Into the swirling clouds. The bright, blue portal hanging over Canterlot. The flying ship dropping off several others. The others, their propellers tearing through the skies and their weapons sounding off into the afternoon air. Though the darkness made it difficult to determine the time of day.

Whatever they were, the flying ships, they appeared to be friendly. If what shooting at Ultron's forces told Twilight, they were definitely not on Ultron's side. Unfortunately, nor Twilight or any of her friends could question the existence of the anomaly or the ships flying over their heads. Every second was a fight for survival, each drone and demon slowly pushing the group of twelve deep into the street.

The twelve, of course, consisted of Twilight and her five friends, Spike, and Starlight Glimmer. The remainder was the four last Avengers still caught in the main conflict, the others somewhere off in the city, fighting their own battles, doing their best to survive. The four that stuck in the main fight were Captain America, Pietro and Wanda Maximoff, and Clint Barton.

Natasha had left to answer the distress call from Maria Hill. Steve tried to object, saying she could use some backup. Romanoff was persistent, however, and escaped with a coy smile and somewhat of a promise. The last Steve Rogers had seen of her was when she escaped through the hole in the building constructed from Stark's and Banner's "remodeling".

It wasn't the only thing he saw that fateful day that made him question himself.

With the Helicarrier hanging over his head, helicopters flying from and to the massive war beast, Captain America's mind went wild with the possibilities. S.H.I.E.L.D.—whatever remained of it—had somehow found a way to Equestria, and it seemed that Asgard had something to do with it, given the Bifrost continuously plowing into the earth miles away.

Reasoning and explanation would have to wait. He struggled against the Ultron Sentry clinging onto him, its metallic claws wrapped around his throat. Steve managed to swing his shield underneath the sentry's arms, ripping his shield upwards and tearing the sentry's arms off. He finished with a kick to the robot's chest, readying himself for the next one.

He and Clint held their ground as droves of sentries swarmed them from the street ahead. With every sentry sent their way, each demon following suit, the small group of equines, Avengers, and one baby dragon found themselves being pressured completely away from the Canterlot Gardens. It wasn't long before they were pushed back into the streets, moving backwards quicker and quicker.

Clint was on his right, appearing as a machine set on overdrive whenever he reached for an arrow and fired away. Wanda Maximoff was on Steve's left, her brother in every direction. Behind them, the mares and dragon held their ground to the best of their abilities despite their injuries. Sadly, those injured—Fluttershy specifically—could do nothing more than back away slowly while her friends protected her.

A squad of Boeing AH-64 Apache helicopters flew overhead, prompting the Captain's attention to turn their way for a short period of time. The group of three tore through the skies, firing downwards at the street the Captain and the others were on. He could see as their bullets ripped through the flesh of the demon army, doing just the same for Ultron's robotic slaves.

An F-35 zoomed by once the Apaches dispersed, joining the fray and disappearing into the blackness of the heavens. Captain America watched as it vanished, returning to his own fight shortly. Still, he couldn't hold back that longing stare up above, watching the dogfight near the Helicarrier, the helicopters swarmed by harpies fall out of the sky, and those same choppers dropping off S.H.I.E.L.D. soldiers into the streets of Canterlot.

He continued to fight. So did the others.

It felt like forever, but it had been no more than two minutes since Natasha had left them to answer the distress call. Neither Twilight nor Steve could know if Natasha had seen the Quinjet spiral out of the sky.

Headed right for them.

"_Mayday! Mayday! Out of the way! Stay cl—!"_ a voice cried, assaulting Steve's eardrum. It was the same voice as before that had spoken through every channel on the comms. The same voice that called out for help moments ago, that urged Natasha to take action and leave the group.

Steve lowered his hand from his ear, eyes widening.

"Get down!" Rogers bellowed, falling to one knee with his shield high over his head. Clint dove to the street as the Quinjet flew by, barely scraping the Captain's shield. Wanda followed similarly to the Captain's actions, instead forming a shield out of pure energy, the Quinjet deflecting off.

"_Come on you…son of a…bitch!"_

The Quinjet miraculously picked upwards before it could crush any of the mares, the right engine lighting up the street with the flames covering it. It picked up, spinning once and finally coming to a screeching crash in the center of the road.

Steve popped up, turning towards the Quinjet lying in the gravel.

"Oh, God! _Maria_!"

Captain America took off at a dead sprint down the road, not even minding the approaching waves of sentries and demons behind him. Clint spotted them once he rose to full height, spinning back towards the Captain and chasing after him. Both Wanda and Pietro followed suit, each sharing an unknown and fearful glance to the approaching enemy army.

They turned and ran.

As did the ponies.

Not one of them looking back until they arrived to the Quinjet.

The cockpit of the Quinjet faced forward where the Captain approached, his left palm pressed firmly against the glass window. Beyond such glass, Maria Hill lay in the pilot's seat, her head dipped low, blood leaking from her forehead. Eyes closed.

Just as Clint and the Maximoffs had arrived, Steve drove the edge of his shield into the window, shattering it. Once the mares followed, Spike spinning around and pointing the rifle he held at the slowly approaching enemy forces, Captain America reached forward and placed his left palm under the woman's chin, bringing her head up.

"Hill?" Steve muttered. He placed his two fingers under her jaw. "Maria, can you hear me?"

A faint _thump_, but still there.

Still alive.

"Captain…?" Clint's voice called. Slowly, Steve gently spun around—minding Maria's head—and turned towards Barton. He reached back for an arrow, felt only fifteen left, and grabbed one. As he loaded the arrow, he said, "We got company."

A distant whimper ahead of him, clearly from one of the ponies. Captain America faced the road placed before him, shield in his right arm, face set in stone, glaring at the enemy army lined across the street. And up above them, hovering with all five of his hands clenched into fists, Ultron stared them down maliciously.

Them.

The Avengers. The ponies. The dragon.

_All_ of them.

"Twilight…"

Catching her breath, gulping rather loudly, Twilight spun her neck around—as did many of her other friends—and stared at the Captain as he approached from behind. Just as he stood to her right, he whispered, "Get out of here. We'll hold him off while you and your friends get somewhere safe."

She opened her mouth to object.

"No."

Then closed it. Sealed tight. Her eyes broke off from the Captain and trailed back to the street, above the army consisting of numerous demons and sentries and landing on Ultron. His body twitched with agitation, his fingers tightening and relaxing every so often. The red haze filling his body coiled around his chest and face, fading off into nothing. A strange, black ooze continued to slither its way from Ultron's mouth and eyes. But the eyes…

The eyes were the worst.

A pair of red, orange, and black colors all mixed together into a hellish assortment of insanity and torment. They radiated with a haze of malicious intent, pulsating and leaking that same black fluid. Strangely—and terrifyingly enough—his eyes not only seemed to be focused on Twilight, but on the others as well, if what Fluttershy's whimpering, Starlight's increased breathing, and Twilight's shivering had to say about it.

He raised his arms.

He said, "I _want_ you here to witness the inevitable. The fall of your world was just the first step, the first of many. The demise of your…Avengers, your 'allies', is the next, a horror you cannot escape. You believe what you fight for is just, but in the end you are no better than your ancestors, the ones who have forsaken this land with their bloodlust for conquest."

"Jeez, this guy really _is_ nuts," Rainbow Dash muttered. Ultron twisted his gaze to her, causing her to flinch.

"Think of me what you wish, but in the grand scheme of it, when it all falls down…you will thank me for what I've done. You will witness the purity I have brought forth into your blood-soaked lands, and you will _crumble_ in terror as I rip your world to—"

He never finished when a pair of top-grade military boots stomped into his backside.

As Ultron fell into the street with a solid _thunk_, a shadow appeared over his body, a shadow that spread its metal wings and landed safely in front of Twilight Sparkle.

And Captain America damn near dropped his shield at the sight of him.

"…Sam?"

Sam Wilson stood up, his wings folding neatly together and vanishing on his backside. He eyed the odd group in front of him, human and pony and dragon alike, smiling and nodding once. "Please tell me you left a little bit of ass for us to kick."

Steve's smile slowly began to waver, a curious brow rising. He asked, "'Us'?"

A horrible cry broke out down the street. Sam spun accordingly, whipping out his dual Steyr SPPs as the entirety of Ultron's forces took off in a unified charge. The first three sentries leading the charge found themselves with individual holes in their chests, all three falling forward. Several demons halted in the charge while the sentries pushing forward. They spun around, twisted eyes widening.

Captain America and the Avengers, Twilight Sparkle and her allies, and Sam Wilson all turned their gazes to the sky to see Iron Man make his grand entrance. And it appeared to be the exact likeness of Iron Man. Big, bulky body, glowing eyes, flying, metal suit. The only thing off about it when it landed in front of Sam was the large gun on its shoulder.

And its light gray armor.

And the voice that said, "Looks like we found 'em, Sam. Magical, talking ponies and all."

He recognized the voice, the armor. Every bit of it. Steve said, "Colonel Rhodes…you made it."

Noticing, and clearly ignoring the awestruck expressions from the ponies and…baby dragon. Yeah. Baby dragons. James Rhodes eyed the Captain, the whites of his mask's eyes illuminating the dark around him. He said, "Yeah, and it doesn't seem like we came to a warm reception, either."

As he said that he spun around, the others following his actions and eyeing the road ahead. Instantly, out of pure instinct, the four Avengers flinched backwards once they noticed Ultron's army quickly approaching, stumbling over gravel and building shreds just to reach them and tear them apart. Steve shot his gaze back to Maria Hill still sitting unconscious in the driver's seat of the Quinjet.

He held up his shield and stood in front of her.

After spotting the demon horde the robotic entities rushing towards them, Rainbow Dash snorted, her hoof pawing at the ground. Applejack followed her actions, lowering the brim of her hat so her eyes were nearly covered in shadow, looking twice as deadly. Twilight, however, led the group, her horn shimmering alongside Starlight's and Rarity's.

Yet, they were still behind the newcomers. Together, both Sam Wilson and James Rhodes stood side by side as the enemy army drew near, distance shortening with every second.

Sam smiled, gripping his machine pistols. "I don't know about you but I feel right at home."

James shrugged. "That's a weird way to put it."

And then they took off. Right into the air.

As Rhodes jetted forward with his feet igniting beneath him, granting him immediate flight, Sam chose to run instead, both of his arms shooting out with the wings within his backside following suit. Several Ultron Sentries responded in kind, meeting the two the moment they gained flight. Not a second after.

Not a smart move.

The War Machine armor easily rammed and tore through the weaker bodies of Ultron, the Minigun resting on his shoulder making quick work of any others that tried to take him head-on. The Falcon, though off to a shaky start having to dodge the rapidly approaching sentries, soon found his mark and was firing away with his dual SPPs.

The duo flew above the carnage below them, swooping downwards and delivering a kick, swipe, or bullet to any adversary that was in their line of sight. The ones they missed, the majority of Ultron's forces, continued their rampage down the road, already overcoming the already weary Avengers and ponies.

Still, they fought on. This time with another life to protect.

The team surrounded the crashed Quinjet, forming a defensive circle around the aircraft. Wanda Maximoff held her own, her arms and hands conjoined in a horrific dance as her red haze filled the dark atmosphere, bodies piling around her legs. Her older brother, Pietro, was dashing to and from the street. All that was seen of him was his silver blur, then he was gone and back again.

The other two, Captain America and Hawkeye, remained close to the front of the Quinjet. While the Captain defended Maria Hill's nearby position with his shield in hand, Clint was perched on a crumbled stone, reaching back and firing off an arrow to his foes. He watched his supply, and instead chose to whack approaching enemies with his bow.

All that was left were Twilight and her friends, Starlight included. While not so centered on the Quinjet, they were easily diverse and fought their own battles. Twilight, Rarity, and Applejack stayed huddled close, holding off the oncoming waves of demons and sentries to the best of their ability. Rainbow Dash was in the air, knocking sentries out of the sky with her signature buck. Pinkie was off being Pinkie and Spike was hiding behind whatever piece of cover he could find. Fluttershy once again joined him, flinching as every repulsor blast flew across her head.

And Starlight was with them.

She never ran. She never backed down.

She fought.

In the midst of such a fight, each mare slowly being forced backwards towards Clint and Steve, Rarity fired off a magical spell at an approaching demon's chest. The foul creature hissed, slime erupting from its maw as the force of Rarity's magic sent it flying backwards in the air. To her astonishment, the winged man flew down and clipped his left wing onto the demon, dropping the beast like a rock. The silver Iron Man hovered in place, firing a plethora of rockets straight down below him into the waves of monsters.

Rarity took a quick moment to wipe her brow, admiring the two's movements above them. She had to admit, it was quite the surprise to see such an interesting cast of characters arrive to their aid. Not only had the large airship appear to be friendly, but it also seemed its occupants were there to—

_One wore what appeared to be a similar Iron Man suit, but holding silver and gray armor instead of what she had become accustomed to with spending so much time with Stark. Another lied on his face, large, metallic wings broken beyond repair extending from his backpack._

Rarity blinked. Hard. She tried desperately to wipe away the horrid memories constantly plaguing the back of her mind. It was sudden. For a second too long after watching the two something clicked, something reemerged she had hoped to forget.

And she pushed it back into the darkest places of her mind. Hopefully for good.

"Rarity, eyes up!"

Obeying without question, the unicorn yelped as a sentry dove right for her. Instead of meeting its metal claws to her throat, a circular shield flew right over her head and struck the sentry dead in the chest. It fell right in front of her, the shield magnetically returning to its owner.

As his shield flew back into his right forearm, Captain America's eyes drifted skywards, watching as Falcon and Rainbow Dash flew overhead.

"Yo, Cap!" Sam called, eyes shifting from the cyan mare currently kicking a surprising amount of ass. He flew by, motioning his head over to Rainbow. "You gonna introduce me to your new friends, or what?!"

"No problem!" Steve tossed his shield over to a demon rushing Starlight's right, the solid Vibranium impacting the creature's skull and dropping it dead. He retrieved his weapon, yelling up, "Everypony, I'd like you to meet—_Jesus_!" A sentry flew right past Barton, landing in front of Steve and swinging at him.

"Hiya, Jesus!" Pinkie waved happily. Steve kicked in the robot's knee, finishing it with a bash to the skull.

Falcon could've laughed. He did. In the middle of a dogfight. "No, no! My name's Sam! It's a _pleasure_!" His wings shielded him as he dove like a torpedo into a cluster of sentries, tearing through them and spreading his wings once more to retain flight. "_Whoa_! You were having trouble with these guys, Cap?!"

"It's a lot harder when there's a thousand of them!" Rainbow contorted, smacking a demon across the face as she skidded to a halt near her friends.

"I'm already feeling clustered!" Rhodes interjected, flying down and landing right next to Clint and Steve. They watched as his Minigun began to spin to life. "Watch your heads!" he warned to the mares in front of him.

They did. They listened without question as the Minigun fired away.

Before their eyes, the lines of sentries and demons that they once worried over began to fall one by one as the bullets tore through their bodies. James continued the onslaught for several seconds more, the end of his barrel burning a bright red. He stopped soon, his Minigun dying and fresh, hot steam waving off his barrel.

The street was cleared for the time being. Each of the mares slowly began to raise their heads once more and stare awestruck at the body-filled road ahead of them, Spike following their actions. It wasn't long before more of Ultron's forces arrived. James just shook his head.

"I see a hell of a lot more than a thousand coming our way."

Twilight shook her head too, her eyes staring straight above and ignoring the already growing numbers returning to the street. She muttered, "I don't see things getting easier from here."

Soon enough, all eyes soon ventured upwards. Wanda and Pietro returned to stand near Clint and Steve, the two siblings watching in stunned silence, fists clenching, breathing slowing. Sam Wilson was nearly shot out of the sky by a stream of red energy, the man fumbling in the air before his wings retracted back into his pack. He rolled forward in the street, stopping just where Rainbow Dash stood.

He slowly got to his feet, his gaze following the others'.

To their wild surprise, the army halted and stood in silence. Sentry and demon alike, beasts twisted and deformed from years of imprisonment. They stood twitching, licking their lips in anticipation. The sentries were merely silent, their zombie-like stares remained on the group before them. Eyes that held no life despite the blue light.

Eyes that belonged to Ultron.

The very same Ultron rising once more.

He no longer held that stare of mild amusement like he once had. It died out long ago the moment that shred of hope emerged for his enemies, appearing as a portal through space and bringing with it allies beyond comprehension. That stare had long since diminished. Replacing it was a glare of horrific proportions, the same eyes that the mythical Typhon now had control of.

Partial control. Ultron was still holding the reins, still having his mind to his own. Yet the beast inside of him wanted to fight. It wanted blood. How dare he deny such lust for flesh when it lay so easily in front of him?

That partial control began to wane.

And he chuckled.

He chuckled some more. He laughed until black ooze filled his throat, pouring onto his chest.

"Poor…deluded children. You are nothing…without peace." He began to chuckle harder, a voice so lost in its own insanity that it sounded plagued, diseased, rotting from the inside. Whichever it was, Fluttershy cowered back. Ultron held up one of his hands, the army below him growling in ferocity, their eyes set on the small group before them.

His gaze narrowed on them. The Avengers. All he could see was red.

So much red.

"You are nothing…without _me_!"

"_Ultron_!"

His arm slowly fell, but not to order his army to charge. It slowly fell, his eyes turning upwards to watch as a shred of hope for humanity and ponykind descended like an angel. His golden cape flew wistfully in the burning winds of Canterlot, the rock shimmering between his eyes, his fists slowly hardening as he descended to Ultron's level.

Directly in front of him. Ultron sneered as the Vision eyed him carefully.

He looked him up and down, both doing so. Vision was the first to speak. They listened. He said, "When it will ever be enough, Ultron?"

The Vision showcased the world around him with his arms and hands. The others below him turned their eyes to the city, slowly taking in the atmosphere for what felt like the first time that fateful day.

As for the day, it appeared as dusk, swirling clouds dissipating around the blue portal and the Bifrost, and infecting the rest of the sky. Flames corroded Canterlot in an orange and red hue, smoke towers billowing for miles. The constant screams, eruptions, and sounds of war were scattered across the city. Dogfights between demon, sentry, and S.H.I.E.L.D. surrounded the slowly descending Helicarrier, the dead dropping like flies impacting a bug zapper.

War.

It was total war.

Twilight had to force that image into her brain, telling herself that it was real. It was all happening, and she and her friends were caught precisely in the middle of it all. She could feel as if the rest of her friends shared the same thoughts, that bound they held sending feelings of discomfort and regret to one another.

The Avengers just watched as it all fell down in a blazing glory.

"Equus burns…" Vision continued. "Every city and settlement on this fair world has felt your power. Thousands are dead, hundreds of thousands of others quickly to join…because of your own twisted goals." He flew closer. Ultron's eyes narrowed as he spoke in a near-whisper. "When will enough…truly mean _enough_?"

"When it's over…my Vision," Ultron responded, his voice cracking and filled with fluid.

Vision shook his head. "It will never be over and you know it to be true. Look into what remains of your heart and you can see that this is not the way. Retreat your armies from the innocent now. We can still change this…make things right…but only if we do it together."

He was met with a punch directly to his jaw. A punch that any mortal man would have shattered his wrist attempting had Vision spiraling backwards, halting instantly as a red hand rose up to caress his cheek. He looked to Ultron, seeing as one of his arms jutted from his body, his claw morphed into a fist.

His red eyes burned as the fires around him. "I _will_ make things right." That same arm shot upwards, then fell down. "And I don't need your help to do it."

Vision grew a ferocious glare, Ultron doing the same, the two colliding into each other.

Ultron's army rushed below the two machines, charging and quickly overcoming what stood as the remainder of the Avengers, the Elements of Harmony. Spike and Starlight fell back with Sam Wilson and James Rhodes, aligning with the group, surrounding the Quinjet.

Holding the line.

Fighting with everything they had.

Fighting.

Defending.

Even then it wasn't enough.

His damaged armor was torn away, the Hulkbuster lying in ruin around him. The first thing Tony Stark saw other than the same, ugly clouds above was the heavy palm held in front of him, waiting. With a grunt of effort, having broken free from the encasement of the Mark 44, Tony placed his right palm into the one held to him and gripped it, the hand yanking him upwards.

"Are you alright, Stark?"

Tony slowly adjusted himself as he stood shakily, his Mark 45 whining in protest to his movements. He craned his neck, the servos realigning, his HUD flashing. He observed his HUD. Damages included his lower thrusters, no chance of flying for long periods of time. Power levels remained at a whopping 32%, his armor broken and in desperate need of repair. It could hold.

Other than that and a hell of a headache, Tony Stark was "alright".

So, he turned to Thor and nodded. "Yeah, I'm good. How 'bout you; you alright?"

Thor nodded in reply, his eyes breaking away from Stark's glowing pair and turning to the rest of his surroundings.

The darkness still remained, fires from the buildings and the dying portal above barely aiding in that regard. Soldiers ranging from Equestrian to S.H.I.E.L.D. bustled through the streets, minding their own business, attending to their wounded. S.H.I.E.L.D. helicopters slowly dipped down into the street, landing with precision and dropping off even more soldiers and medics.

The wounded were cared for once the medics had arrived, both Equestrian and human. The ponies quickly came to realize the bipedal aliens weren't there to hurt them, and began to cooperate more openly to the medical officers in the street. Relief flooded Thor's body at the sight, glad to see the Equestrians realizing their allies in times of conflict.

With the street that was theirs, no sign of sentries or demons, both Thor and Stark turned their gazes back to see Natasha Romanoff and the Hulk stumble towards them, the latter covered in glistening crimson. Natasha wasn't clean, either. Her palms dripped red, cheeks dotted with the color like freckles.

"We're done here, boys," Natasha stated, her voice shaking at the edge of her tongue. Her eyes, glazed over, stared at nothing in particular. The Hulk shared the same qualities as her, his heavy breathing like a bugging reminder to the Widow.

Thor acknowledged such, but returned to his previous thought. Hammer in hand, he said, "We must find the others. If we regroup we can gather ourselves…both mentally…_and_ physically." He stared at Romanoff and Banner as he finished.

Stark asked, "What about him?"

He pointed a metal finger behind Hulk, Thor following. Neither Natasha nor Hulk dared to look back, not at what had almost been. There, lying in the shattered cement that was dripping with dark red liquid, Lord Tirek lied unmoving, groaning softly.

Barely alive but teetering on the edge of death.

Thor just said, "He's not going anywhere."

That's when they all heard the scream.

Turning abruptly, the four Avengers stared down the road ahead of them, not near the mountain but into the darkness of Canterlot's streets. The others surrounding them did as well, both Equestrian and human twisting their heads to the sounds of screaming, followed by the sounds of silence.

The sounds of war returned shortly.

Natasha shook her head. "I know that scream…" she whispered. "Rarity…"

With that danger in mind, Thor spun Mjølnir until it was no longer visible. Without looking, he asked, "Are you ready, then?"

Stark aligned himself, his palms glowing. "I'm just getting started. Lead the way, Hamlet."

He did.

As thunder broke out across the street, the Son of Odin shot off the cement and vanished into the black void above. Though it took some time, Stark started to a rough start but managed to gain flight. His thrusters died and revived again, pushing the Iron Man through the air and trailing Thor.

Hulk held out his arm. Natasha climbed safely into his grasp. With a grunt of effort, Hulk kicked off the ground and disappeared moments later.

Following the screams.

They were trapped, swarmed from all sides.

No longer had they remained centered around the cockpit of the Quinjet. Captain America and Hawkeye still held the forefront of the fight with Twilight and her friends. However, they did not account for the sentries swarming the sides of the Quinjet, climbing down the buildings and digging out of the earth.

That's where Wanda Maximoff stood her ground.

Her back faced the Quinjet, her eyes centered on the building in front of her. Swarms of demons and sentries clawed their way towards her, but she held them back with a flick of her wrist, a wave of her hand, and pinch of her fingers. Torn husks of bodies lined her feet, growing as the waves increased.

Her older brother was busy holding the rear of the Quinjet, several demons charging from behind. While Pietro did appear on occasion to assist the mares or the Captain or more often his sister, he mostly stood his ground at the backside of the crashed aircraft, his trails of silver seen tearing through the bodies of evil.

However, while the left side of the Quinjet was covered by the Scarlet Witch, the right side was open, ready for the taking. While Pietro could be nearly everywhere at once, that didn't hold back wave after wave of sentries and demons rushing forward. The first demon hopped on top of the Quinjet, crawling forward and eyeing the Maximoff below with her back turned.

With a blood-curdling cry, the demon leapt at her, Wanda barely spinning around. But once she did, she was met with the silver Iron Man flying over her head and grabbing the demon by the throat. It thrashed in its grasp, ending only after an array of bullets penetrated its skull.

James Rhodes tossed the demon aside, landing roughly on the right side of the Quinjet. He raised his arms, his gauntlets revealing an underslung submachine gun on each arm.

"Did I _say_ you could get through here?" James said. He fired away onto the charging crowd, demons dropping dead with bullet holes riddled across their bodies. Sentries either fell apart or returned fire, Rhodes slowly backing up as the repulsors flew across his vision, as the bodies fell closer and closer to his feet.

Up above, the constant shadow of the Falcon's wings fell across the Avengers and the mares. Sam Wilson fired madly with his dual SPPs, emptying clip and clip and reloading. A group of sentries and winged demons trailed him, the sentries shooting at him, the demons growing near. Sam spotted even more headed right for him for a head-on collision. He twisted his neck back.

He smiled and dropped his arms.

His wings folded back, the man dropping right out of the sky. The group of sentries impacted the others, creating an array of explosions that spread across the sky, taking out demons and dropping them like flies.

Sam spread his arms, his wings following. "Hell yeah!" he shouted, taking off once again.

Magical blasts rang out across the street. Twilight Sparkle, Rarity, and Starlight Glimmer were responsible for such, their streams of magical energy flying like bullets across the street to drop sentries one by one. While others, like Applejack and Pinkie Pie, were focused more so on ground combat like Captain America, they remained near him, aiding both Clint and Steve.

Rainbow Dash once accommodated the skies, and even did so every so often. However, she always returned back to the earth, helping her friends, warding off enemies. The other Pegasus, the wounded Fluttershy, lied shivering with her hooves covering her head, dried blood painting her bandages. She hid behind cover directly near the Quinjet.

And Spike just kept on pulling the trigger. Covering her. Protecting her.

Despite everything that they did, despite the bodies piling around them to form hills of their own, they just kept coming. It never stopped. Captain America wanted to know why, wanted to know how Ultron's army had grown so massive, but he couldn't. He simply didn't have enough time.

Soon enough, all of them were pushed back by the remains of the Quinjet. No longer standing in the middle of the street, no longer flying high. They all fell back, holding the line, protecting one another. Even Sam dove out of the sky, skidding to a halt and using his wings as his own personal shield, his own weapon, blocking repulsors and hitting enemies.

A barrage of repulsors beams flew his way. Sam brought up his right wing to shield him, lowering it slightly to return fire. "We're running out of room here!" he yelled, backing up next to Steve Rogers.

He was right. After retrieving his shield from a fallen foe, Steve noticed their ground was becoming more limited as time passed. The mares around him slowly continued to back away as their enemies dropped dead in front of them, bullets, arrows, and magic tearing through their bodies. But they kept coming.

Even when a multitude of repulsor blasts and lightning strikes rained from above, they kept coming.

Through such strikes that tore through enemy bodies, Thor flew down with his valiant cry and waving cape. He landed directly in front of the group, replying with punches and hits from his hammer as the army immediately swarmed him like a pack of hungry piranhas.

But Tony Stark—the _real_ Iron Man—flew down to aid. He landed with precise accuracy. Well, it was more of a crash, really. Either way, he popped up with his palms at the ready, unleashing blasts of pure, repulsing energy onto the enemies charging him. Twilight grew a smile of relief upon spotting him in the madness, that smile dying the second she returned to battle.

Despite such, both Thor and Stark found themselves slowly backing up to join the others.

"What do we got, Stark?" Steve asked, blocking a repulsor blast.

Tony fired his own repulsor beam, saying, "The big centaur thing is out of the fight. We keep Ultron focused on us and we might have a chance to turn the tides."

"You defeated Tirek?" Twilight asked without turning, firing off another spell.

Tony's head tilted, face hidden behind the mask. "Well, _I_ didn't…"

Twilight spun her neck around, a brow rising curiously. "Then who—?"

Before she could finish that question, her answer came like a meteor striking the earth. Twilight yelped and flinched forward, each of her friends turned to face the road. The Hulk rose out of the rubble, lowering his arm and allowing Natasha Romanoff to run forward and join the group.

"Hey, Twi," Natasha greeted as she pushed past her, joining Clint's side. Twilight and several of her friends watched her before turning back. Their eyes widened at the sight of the towering orc stumbling right for them, a large tree trunk held over its head as it crushed several demons beneath its feet.

Hulk rammed his elbow into the orc. Without looking. The creature stumbled in the road from the force of the hit, lying unconscious moments later. Hulk growled and joined the group, fending off the enemy forces. Fighting against Ultron's army.

As for Ultron…

He fought.

He cried.

He tore himself apart.

And Vision only helped.

The two replied to each other's advances with a flurry of punches and slashes. While Ultron had the advantage with his multitude of arms aiding him, firing off numerous concussive blasts, Vision was far beyond Ultron's attempts. Despite the roaring pain flooding through his body, the pulsating migraine in the center of his forehead, the Vision fought on.

He unleashed a beam of golden light onto Ultron, the AI barely holding on. He ripped the beam away with his right hand, swinging with his left. To his shock, his fist phased right through his Vision's form, allowing him to appear on his backside. He felt the hands of his Vision grip his lower left arm, pulling with such strength that the bond that held the arm to the body shattered.

Reaching back, grunting in pain, Ultron, grabbed his Vision by the throat and tossed him forward, launching a concussion blast right into his chest.

The blast had sent Vision spiraling downwards into the madness, stopping and slowly descending to join the rest of his allies below. Tony Stark saw him fall down, slowly descend to their level, and watch as his head rose up, his eyes glued to the sky. Stark reluctantly followed.

Always followed.

Didn't fight.

Because there was no fight anymore.

All around them, through the piles of bodies, the enemy army had stopped. Wanda and Pietro Maximoff gently exhaled, their chests rising and falling as they spun their gazes right. James Rhodes lowered his arms, his eyes turning left, facing the road ahead. They all slowly approached, joining the group.

The sentries, the demons, they all stood silently, watching, waiting. And their master, their Ultron, hovered above them, his demented gaze glaring at the group below. The Avengers…

All of them.

Tony looked back to his right. He saw Steve Rogers, Clint Barton, and Natasha Romanoff all together, Maria Hill sitting unconscious within the cockpit of the Quinjet. His best friend Rhodey stomped forward and stood to Clint's right. He looked to his left, spotting Banner breathing heavily, scum and blood painted on his chest and arms, eyes forward.

With him stood Vision, his cape flowing. In his hand he held Ultron's severed arm. He looked to it sullenly, releasing his grip and letting the arm fall to the gravel below. Next to him stood Thor, hammer gripped tightly, cape flying as Vision's did. Behind them were the Maximoff twins, both Wanda and Pietro staring silently at the rising beast. Sam Wilson was with them, arms lowered, machine pistols the same.

The Avengers.

And in front of him stood Twilight Sparkle and her closest friends; Rainbow Dash, Applejack, Rarity, and Pinkie Pie. Starlight Glimmer was with them, each of them breathing heavily, each of them covered in dirt and ash. Each of them unbeknownst to what was about to happen.

He looked back. Spike and Fluttershy were right behind him. Scared. Confused. All of the above.

_Oh, no…_

Tony lifted his eyes once more, and he could've sworn on his life that Ultron was staring right at him. Him and him alone.

Him and all his friends. All together. Standing against a faceless army in a burning city miles above ground.

_Oh, God…no…_


	57. Like The Old Man Said

"Don't you dare say it…"

Thor Odinson turned to the voice, his eyes landing on Tony Stark. The two shared a quick glance. Tony slowly shook his head back and forth, blue eyes shimmering in the darkness.

At first, he hadn't realized what Stark had been assuming. The hardened stare, even from behind the mask, hadn't told much. He looked to his choice of words, his surroundings, the situation they found themselves trapped in. Thor broke his gaze away, looking downwards as he slowly put the pieces together.

As the world fell apart around him.

As it all came crumbling down.

As the voice screamed, "Is that the best you can do?!"

All eyes turned forward, or centered specifically on the group of mares in front of the Avengers. Rainbow Dash was bent low, snorting heavily, glaring ferociously at Ultron and the army following him. Her friends stared at her bug-eyed, their mouths shut, eyes shifting from Rainbow to Ultron.

Tony Stark's shoulders slumped.

"Aw shit…" he said, not even trying to be quiet.

Even Steve had nothing to say to that.

Ultron, however, took full advantage. His eyes burned like a cinder, flame particles and smoke billowing from his eye sockets. He slowly raised his right arm, hand jutted upwards, his army remaining frozen below him. Hand still raised, he kept his eyes centered on the Avengers directly in front of him.

Stark, Thor, Captain America, Barton, Doctor Banner, Romanoff, Pietro, Wanda, and…Vision. All lost. All killers. All…traitors. Their allies, as well. Their so-called "friends" stood with them in their darkest point, in their lowest possible form. As the armies of true peace surrounded them, blocked out the sun and eyed the killers with malicious intent, he saw them.

Who they truly were.

Colonel James Rhodes, or "Rhodey" for short. An officer and pilot for the U.S. Air Force, now turned to be a part of them. His Mark II War Machine Armor was scratched, but clearly stable. The other was Sam Wilson, retired U.S. Air Force paratrooper donning the EXO-7 Falcon. Top military grade. State of the art. The two soldiers remained where they were, standing with killers.

As did the remaining eight.

The first one he noticed was Starlight Glimmer, the only pony he actually focused on, his wavering glance shifting slowly to Rainbow Dash. But Starlight was still there, standing with the ones she once called her "enemies" against the weight of the world. Her swollen eye, the other perfectly healthy, glared at him, never breaking. Not backing down.

The ones who took away her everything stood as silent as the next. Princess Twilight Sparkle, Applejack, Rarity, Fluttershy, Pinkie Pie, and Rainbow Dash. Their dragon friend, Spike, stood right next to Fluttershy, rifle held in his claws.

His old mind who have never known who the ponies were by name. However, his old mind was gone, replaced with a new level of understanding and a higher, calculating persona. He could see far and wide, he could name every pony that he didn't kill—especially the ones he _had_ killed—and their fathers and grandfathers. He knew this because of his new mind. His new power over the Underworld and its first prisoner.

The power of Typhon flooding through him.

An old mind was forgotten. There was no need holding onto the past when it shall soon fade away. That's why he didn't feel a thing, no pang of guilt or regret as he turned his forces onto Pietro and Wanda Maximoff. No form of pain as he turned them onto Starlight.

Nothing.

As he eyed Rainbow Dash—as well as the rest of her friends—arm still raised, he said, "No. This is _not_ the best I can do."

The armies below remained silent, the sentries frozen solid, the demons twitching in place. The Avengers and the Equestrians dared not make a sound as Ultron continued to speak, the nineteen individuals standing straight, eyes focused, mouths shut.

He began again, his voice raspy. "This world…this _pain_ that…we all can feel. It doesn't stop. You see me as the tyrant your leaders made me out to be, yet you're blinded. You turn on the first act of aggression without stopping to ask yourselves… 'Why is this happening?' Why here? Why now? You constantly ask questions when the answer has been staring you right in the face this whole time."

The rest of his arms extended, claws jutted outwards. All eyes were on him, all equine, human, android, god, and so forth. "Now you see me as what Stark had created. Peace…in our time. That is all I seek, all I hope to acquire. And what stands before me, what holds the line between peace and destruction…is you.

"You…Avengers, you killers. You stand for what you believe, and never stop to wonder if it is right. If it is _truly_, honest to God above right. So when you ask me again, 'Is this the best I can do?'…I can say…no. It's not. For when you fall this terrible day and tomorrow comes at last, I can know with all my heart and all my soul that I never once believed you were a threat, that you can stand against me now as your world crumbles. As it dies."

"You're wrong, Ultron."

Everyone turned to Starlight Glimmer.

Noticing and ignoring the attention, she focused her eyes on the floating AI, her own glare as terrible as his own. She shouted, "Everything you stand for is _wrong_! I was blinded, yes, but not by the false promises of cutie marks…but by your acts of kindness! You look to us now as killers just the same, you follow in your deluded path, and it'll lead you to nowhere but your own destruction. Because I can say with certainty…"

She looked to Twilight, her jaw tightening. Twilight watched her movements, even as she said, "That this will not be easy for you. No matter what you send our way," she turned to face Ultron again, that same ferocious glare held like before, "no matter what you do, there will always be someone there willing to stop you! Even if we fail…we stand against _you_, Ultron. You and everything that you believe in…together."

Ultron shook his head, a look of pity in his eyes.

"Then you will die together."

He shot his right arm forward. Unleashing unfathomable hell on the group ahead.

It was as if an earthquake resounded throughout Canterlot as their feet hit the street. Sentries numbered in the thousands, demons in the hundreds, beasts beyond imagination raining down from above and charging ahead. Surrounding them. Trapping them. They did not stop. Even when the bulk of Ultron's army had collided with the small group, more just kept coming.

Kept falling down from above. Kept crawling down from the buildings. Emerged, charged, and attacked.

Repulsors were fired back and forth, sentries and demons falling and joining the dead. Bullets and specialized arrows were fired into the horde, followed quickly by several magical beams. Even as the dead fell in the street, the bodies piling up to form small hills circling the Avengers, they kept coming. They crawled over their fallen comrades, flew high above and were shot out of the air. Torn limbs and severed extremities littered the street as the bodies piled.

And they just _kept coming_.

Twilight Sparkle was the first to feel the impact of each wave of enemies. Being in front of the group, leading her friends in holding their defensive line, each spell she lit off only weakened her more. It didn't help knowing Ultron's army would never end. It was limitless.

And they were powerless against it. _All_ of it.

Still, she held on, she and her friends. Rarity and Starlight aided the Alicorn in keeping the enemies at bay by firing a multitude of different spells ranging freezing spells to lightning ones. Each one helped in their own way, all three ponies combining their magic to take down the larger foes that stumbled forward.

Spike continued to pull the trigger. Blue streams of energy continued to exit the rifle he held, each blast incinerating any foe that was caught within range. Fluttershy stayed hidden, her back pressed hard against a chunk of gravel close to the Quinjet. Her wings covered her head, eyes shut tight, flinching at every sound. Fresh blood soaked her bandages, the wounds opening.

As Fluttershy bit her lip to conceal her cries, Applejack and Pinkie Pie held the ground near Captain America and the others. Every sentry that drew close received a swift and hard buck to the chest, launching it backwards like a rocket. Pinkie Pie, on the other hoof, decided to choose an all new type of ammunition for her party cannon. It seemed confetti didn't quite do the trick anymore.

So she used her own enemy against them, by snatching up nearby demons and throwing them in the cannon, only to have them be shot out moments later. Hey, any type of ammunition was appreciated, and Pinkie Pie took full advantage.

Rainbow Dash wasn't grounded. As Pinkie took advantage of the situation, so did Rainbow in the skies. She flew ramming herself into enemies, using her speed and trajectory to send her foes spiraling to an unfortunate crash below. In the midst of her flight, she would occasionally fly pass Rhodes or Sam—as Steve had said their names and gave some informal introductions earlier on—or she would come across Tony or Vision.

Either way, she was constantly moving. Constantly fighting.

While the skies were covered for the most part, the ground was heavily flanked, swarming with sentries and demons alike. A plentitude of other beasts entered the fray, such as chimeras, gorgons, orcs, and cyclopes. But they were lost in the fray, just becoming another target for an overly-aggressive Hulk.

The Hulk was the center of attention for Ultron's forces. Most ran to him, latched themselves onto his gargantuan form, and did their damnedest to harm him in some way. They ended up like all the others: thrown aside, stomped on, or crushed to a smoldering oblivion. Whichever option, all of them ended up dead in one way or another.

While the Hulk was targeted heavily, that hadn't meant that the remainder of Ultron's army had forgotten about the others. Specifically Captain America, Black Widow, and Hawkeye. The three fought in a clustered unison, standing in the path from the sentries to the Quinjet. As each sentry charged his way, Captain Rogers would bash his shield against them, their weak bodies dropping from the force of each hit he delivered. The next would come, the next would face the same fate.

On his right, Natasha Romanoff held a baton in one hand and a demon in the other. More precisely, by its throat. Wrapping up the squirming creature, her forearm held the beast still while she drove the end of her baton into the monster's eye. An electric current coursed through the demon's skull, evoking a screeching cry as the creature fell dead in her grasp. She threw it to the gravel, kicked out as another sentry charged her, and drove her foot right into its chin.

On Steve's left, Clint Barton had abandoned his previous post. He was grounded with a loss of room and a loss of arrows. He reached back and felt only one left. A sudden change of heart appeared in his glance. His recurve bow flattened outwards upon his command, the Hawk swinging the bow like a trained samurai wielding a staff. As the wave of sentries and demons clawed their way over the hills of bodies and charged at him, he delivered a swift strike to each one, the bow's end slamming against their heads.

Aside from the three, Thor stood several feet away on the Quinjet's left. Aside from Hulk, he was the second most popular target. His vigor, his strength, his durability in the midst of the fight proved honorable—and dangerous—to Ultron and his army. He fought with a mix of punches and jabs from Mjølnir, the _weapon of the gods_, and delivering a plentiful supply of heaven's fury to his foes who refused to accept surrender. He drove his hammer into the street, every single sentry surrounding him short-circuiting as the electricity entered their bodies.

Yet they still stood. Only for so long as a blur of silver and blue blew right past Thor, tearing apart the remaining foes that had once remained in Thor's line of sight. That silver blur, young Pietro Maximoff, charged nearly blind through it all. The reason for such would be all the body parts that flew across his vision every time he ran into a cluster of enemies. He circled the Quinjet over and over, hitting the same enemies, dodging the same attacks. Over and over again.

His sister was a different story. She held her ground in her own area—the Quinjet's left—several feet away from Thor. As she fought, she danced, her arms waving, sweat streaming from her forehead, cries of undecipherable curses escaping her tongue. With each body she ripped apart, another would take its place, only to join the rest in the piles surrounding her feet. Her red haze filled the darkness, mixing with the blue from the portal above, creating a purple light show in the madness.

She raised a demon above her head, its body blowing apart, but not by her. She looked as surprised as the demon had as she tossed its remaining form aside, her eyes gazing up to see the Iron Man fly over her head.

Tony Stark stuttered. His suit, desperately pushing, gripping the edges of life, flew very minimally, but when he did he was fighting every second. When he was grounded, he still fought, firing off a barrage of repulsor blasts into the sentries charging him. Once they drew too near, he would ward them off with some deafening blows to the head, his metal fists connecting to their heads and lower abdomens.

One demon in particular was punched square in the gut by Stark, the force of the blow sending the creature shooting into the air screeching in pain. Unfortunately, the demon could not land appropriately when he was caught mid-air, having its own neck snapped as the Vision dropped it to join the others below him.

With the monster dealt with, Vision returned his focus ahead to a stumbling titan of a beast swinging madly with its club. James Rhodes was clipped by the beast's swing, the War Machine crashing down into the street. The one-eyed monster turned on him, raising the club high over its head. Vision narrowed his gaze. A beam of golden light erupted from his forehead, launching said beam into the beast's weapon and severing it. The severed club hit the beast on the head, stunning it.

Both Vision and Sam Wilson flew together for the final strike. They centered on the dazed cyclops, Vision bringing back his fist and Sam jamming his feet forward. Together, the two hit the cyclops right in the eye, their combined strength knocking the creature into the street with a deafening roar. Rhodes finished it off by dodging its shadow and hovering above it.

He held out both wrists, his Minigun winding up. The submachine guns on the underbelly of each wrist fired away as did the heavy weapon holstered on his shoulder, each bullet penetrating and ending the cyclops below him.

With that finished, Rhodes turned back to the dogfight around him. He charged straight into the fray, locking on and blowing sentries out of the sky. Alongside Rhodes, Vision and Wilson took great pleasure in fighting for the skies. Stark joined them on occasion, but for the majority of the fight he remained on solid ground.

As the cyclops fell to Natasha's right, the Widow turned her gaze away from the fight ahead and watched as the lumbering beast fell with one last dying cry. James offered a bit extra once the cyclops fell, his own form disappearing above her. Once she turned back, she was faced with a demon reaching out for her, its claws wrapping around her body.

"_Ah_!" she yelped as the demon latched onto her backside, the slithering beast snapping at her neck as she drove her baton into its body to hopefully knock it off. It was useless. The beast screeched loudly, its claws digging into Natasha's arms and drawing quick blood. She cried out again, shaking to get the creature off.

It drove forward with its fangs, targeting the back of her neck.

_Pop! Pop!_

"_Screech_!" the demon cried as it slumped forward. Natasha grunted heavily as she threw the creature off of her, her free palm gently caressing her arms as fresh blood began to pour out. She turned around, noticed the bullet holes in the demon's back, and brought up her gaze.

Maria Hill lowered her pistol shakily.

Romanoff was momentarily stunned. Momentarily. Captain America turned to her at the sound of a gun firing, his eyes following Natasha's, his gaze landing on Hill.

"Next wave!" Clint's voice shouted. Steve instantly flinched forward, eyes widening at the sight of it. The air ahead of him was filled with sentries, their trails of blue cutting short as they landed in the street and charged forward, their comrades climbing over the dead bodies of the fallen.

Once more with the next wave.

The next wave that seemed endless, even worse than the first.

Captain Steve Rogers gritted his teeth and chucked his shield. The circular disk of pure Vibranium impacted several before returning to the Captain, only to be thrown again. Hulk grabbed several demons in his right fist, several other sentries in his left and tossed them into others, slammed them onto the earth, and rammed his biceps onto even more. Clint swung madly, dodging the repulsor blasts intended for him. When he stood fully with bow in hand, a fist was driven into his cheek, knocking the man onto his knee.

Thor kicked up and off the earth, swinging in a turbine-like fashion and impacting several with his hammer. As their bodies dropped like rocks, a pair of harpies struck Thor's backside, earning a grunt of pain from Odinson as he fell and impacted the street. Hard. The harpies tore at his cape, their claws ripping it apart.

So too with their own bodies. Wanda Maximoff ran forward, her fingers plucking the harpies off the ground and shredding them to bits. Thor looked back to her, opened his mouth to form a sign of appreciation, but stopped when he saw the sentry land behind her. It wrapped its forearm around her throat, yanking the woman back and holding her there. Thor rose to save her, only to get tackled once more by a group of sentries.

The sentry cut off her windpipe, one final cry escaping the Maximoff twin.

A second later, she gasped for air, nearly dropping to her knees. She twisted her glowing red eyes right, seeing the sentry crumble into nothing as Pietro slowed to a halt, spitting on the sentry's remaining form. Those same eyes widened in fright.

"Pietro, behind you!" she screamed, her voice still hoarse.

Quicksilver spun around, and at the last second dodged the serpent's fangs from biting into him. He slid to the right, catching his breath as he eyed the chimera rise above the corpses of the previous wave. The serpent on the chimera's rear hissed agitatedly, its slit gaze shifting from the man to the woman, flicking its forked tongue in devilish delight.

It leapt off the pile and charged her. Pietro instantly took off despite his desperate need for rest, ramming his own body into the chimera's ribcage. While his speed may have injured the beast, it did not stop it. The chimera turned on him and smacked him aside with a claw, the Maximoff tumbling near the Quinjet.

"No!" Wanda screamed.

The chimera encircled the lone Maximoff, making its strike.

Stopped only by the android.

Vision landed directly in front of Wanda, the Mind Stone lodged within his forehead lighting to life and firing a continuous beam of pure, raw energy into the chimera. The beam impacted the creature's skull relentlessly, the chimera's screams drowned out by the sound of the energy beam and Vision's own grunts of pain.

He took one mighty step forward. The beam launched the chimera back into the oncoming wave, several sentries crushed under its dead weight. The Vision fell to his knees, eyes closing, mind drifting. Drifting away. Anywhere but where he was.

He couldn't feel the repulsor beams hitting his chest. Nor could he feel the Maximoff's hands gripping his shoulders, pulling him, her voice pleading. She let go, an array of madness following with a lightshow of epic proportions quickly trailing behind. In that moment, with the pain rising to questionable levels, Vision slowly raised his head, his weary gaze watching the rest of the battle unfold.

There was Wanda directly ahead of him, her arms swinging madly, her magic coursing through the air and skewering demons and sentries alike. It mattered little how many she killed, how many bodies piled around her. There were always more. More she could kill. More that tried to kill her.

She took in lungfuls of air with each swipe of her wrists, sweat pouring from her forehead, her body drenched in both blood and sweat, most of which was not her own—mostly the former. Vision turned his head up, seeing as a multitude of Ultron Sentries flew over his head and entered the fray in the skies.

He watched, on his knees, as Tony Stark was overrun. A group of sentries trailing him shot him in the back as he tried to evade the blasts. He fell and skidded to a halt near Thor, fighting there, holding off the enemy army clawing closer and closer to him. The same fate unfortunately had befallen not only Stark, but the others, as well.

Both James and Sam were shot out of the sky when they too became overrun and outnumbered. Rhodes shot back despite the heavy enemy fire, his feet impacting the earth as he slid to a screeching halt next to the Captain. Sam's pack was shot despite his swift moves in the air. The staggering number of sentries accumulating the air accompanied by the circling swarm of harpies several yards above gave Sam little to no visibility.

His wings instantly came together into his pack when he was near ground. Sam landed on the roof of the Quinjet, rolling once before leaping off and firing a barrage of bullets behind him. The flying demons trailing him ended up crashing to the street painted in red. Wilson landed on his back with a heavy _thud_ and a powerful grunt. He spun accordingly, backing up next to the Captain and holding off the enemy forces.

Sam emptied a clip on an Ultron Sentry, reloaded, and yelled, "We're running out of room here!"

Captain America ripped the demon's throat with the edge of his shield, spewing blood onto the Vibranium surface as he kicked the dead body forward. Ash and soot covered his forehead, sweat mixing with it to form filthy rivers flowing down his face. He breathed heavily, punching a sentry between the eyes and cringing at the pain in his fingers.

He stared straight ahead. Past the mares holding the line, Ultron's army kept on coming.

He turned around. Demons crawled on the roof of the Quinjet towards them. Hundreds of more sentries slowly descended from their rear, growing nearer.

He faced forward. Ultron stared right at him.

At his team.

As they slowly, very slowly…_fell apart_.

Each Avenger slowly began to back away closer and closer to the Quinjet's cockpit, the area around them either flooded with the dead or the fresh ready to strike them down. Wanda backpedaled slowly, flinging her wrists, launching waves of her magic into the approaching enemies. Thor's right palm was wrapped around Vision's forearm as he dragged the android to safety, his other palm gripping Mjølnir and unleashing a torrent of lightning on the enemies ahead of him.

Their feet grazed the shattered concrete of Canterlot's street as they backed away, closer and closer to the cockpit. The only one who wasn't backing away was Hulk, who held his own against the overwhelming odds pushing against him. The remaining Avengers soon began to form a defensive circle, one that only decreased in size as the seconds ticked away.

Ticked away closer to their extinction.

Just as Ultron had said.

But even then they fought. Tony Stark fired his repulsors, Captain America swung his mighty shield, Thor slammed his hammer into his enemies, Natasha Romanoff pelted her victims with her Widow's Bite, Clint Barton jammed the end of his bow into whatever sentry he saw, Wanda Maximoff plucked enemies off the earth and ripped them to putty, James Rhodes fired madly into the crowd and drained his ammunition, Sam Wilson fired, punched, kicked, and repeated.

Vision lied on his side, the gem in his forehead dimming. Pietro Maximoff pushed himself to get up, only to falter and fall back down. And the Hulk smashed.

They did this until they couldn't anymore, until the bitter end.

Twilight saw this. She saw the overwhelming odds, the waves upon waves of sentries and demons centering on the Avengers and overcoming them. It got to the point to where she couldn't even see them, the crowd of sentries falling on them, blocking her vision.

She heard a cry of pain.

She lit up her horn and tightened her jaw. Her wings quickly shot outwards, the pebbles around her hooves slowly levitating. Each of her friends turned their eyes onto her, the conflict around them ceasing for a short moment. A moment that didn't last. With a cry of her own, Twilight unleashed her pent-up spell.

And completely vaporized her enemies.

Vaporized.

Her horn lit up so bright that even the sun would be jealous. The surrounding demons shielded their eyes while the sentries pushed forward. They never made it past the Princess of Friendship when the spell was unleashed, creating a blast so powerful that it burnt the earth she stood on. At first it was just the dome of white covering her friends and engulfing the Avengers. Those who remained outside once the dome exploded were extinguished, their bodies turning to mere fragments of what they once were.

As the dust settled, as the light died and the darkness returned, all that remained were seven friends panting heavily, a pale pink unicorn following their actions, and eleven Avengers nearly collapsing out of exhaustion.

Maria Hill lowered her pistol, blood dripping from her forehead as she stared out at what remained.

Wanda Maximoff was the first to collapse, her hands wrapping around her older brother struggling to stand. She whispered words of caution, of worry, only to be silenced as Pietro nodded to her, his own tone sounding distant. The two sat together, paying no heed to what surrounded them.

His armor crumbled. Tony Stark grunted in exhaustion, sparks flying off his suit as he fell to one knee. _"Power levels at 23%,"_ Friday chimed, mostly warned. Stark stared at the gravel lying below him, his fist planted in the street, red lights flashing in his eyesight.

The silver palm emerged. "Come on, Tony. Get up," Rhodey commented, Stark placing his palm in his. As James yanked Stark to his feet, he held out his other palm forward, aimed clearly for the army surrounding them, waiting for them to attack. Except they didn't.

They just stood there on the hills of corpses. Watching. Waiting. Like a stalking predator observing its wounded prey.

Thor inhaled and exhaled greatly, his body shaking, torn cape flowing behind him. His sweaty hair stuck to his forehead, nearly blocking his vision. He remained standing, as did the Hulk behind him. His massive pectorals inflated and deflated with each breath taken, beads of sweat not only flowing from his forehead but his arms and chest, as well. The sweat mixed with the blood. The Hulk growled softly, fists clenching, definitely not out of the fight just yet.

As for Captain America, the same couldn't be said. He stood shakily, shield hanging limply, head held low. He planted his feet into the ground and steadied himself, fresh beads of sweat flowing from his face. His suit was filthy and torn, the star on his chest coated in soot and blood, a bad mixture of the two.

Both Natasha and Clint stood on the edge of blacking out, their vision simultaneous with one another. Black clouds swarmed the edges of their eyesight, the two blinking hard and shaking their heads to remain steady. The two stood by one another, one gripping a bow as if it was his lifeline and the other loosely holding an electrically-charged baton. Both were breathing heavily. Clearly tired. Obviously wounded.

Sam faced the same treacherous fate as the others. He quickly reloaded his Steyr SPPs, his own magazines dwindling. Sweat poured from his forehead and slid down his goggles, his shirt damp. Veins bulged from his arms and neck as he slowly lowered his machine pistols, eyeing the enemy army around him, waiting for their next move.

And as for Vision…

He remained on his knees with his hands pressed against them, his shoulders slumped forward, his head low. The Mind Stone dangerously dim.

He gently brought up his gaze when the sounds of violence had ceased.

When it all slowly died.

Gentle rasps of breathing was all that was heard, both from the Avengers and the ponies. Once the dust had settled, revealing Twilight Sparkle and her closest friends huddled together with Starlight with them, silence fell upon the lonesome street. Silence that would never last. Silence that was appreciated for the time it had.

She spun around, eyes gazing across the street and noticing all that she had done. Nothing had remained save for a few bodies strewn away from her. Ash particles flew across her muzzle, painting her mane and coat. Pinkie Pie shook like a wet dog, spreading the ash onto Starlight and Rarity, causing them to cough. The others such as Rainbow and Applejack remained silent, ignoring the ash on their coats, and stared straight ahead, baring their teeth, growling silently.

Behind her, Twilight could see Spike and Fluttershy huddled close. Spike held out his rifle—though he did appear to be on the verge of collapse, the rifle shaking in his claws—and Fluttershy cowering behind him. But that wasn't all. She saw the Avengers riding on the point of losing consciousness. They staggered as they stood, their breathing ragged and forced.

And each of them looked up.

She did, too.

She and all her friends.

Just as Ultron landed five feet in front her.

Backpedaling on instinct, Twilight shielded her face with a wing and shut her eyes as dust was kicked out upon his landing. The rest of her friends and allies followed, each of their gazes narrowing on the bipedal killing machine standing before them. Twilight lowered her wing, eyes widening to see Ultron rise to full height.

He easily towered over her and her friends. His remaining four arms lowered to his side, eyes as wicked as the fires of Tartarus narrowing on them. Twilight caught the glance, though she couldn't put her hoof down on what it was. Disgust? Pity? Regret? A mixture of the three? She didn't think too long or too hard on the subject.

Ultron began speaking.

"Your cause…" he began, jamming out his left palm and firing a concussion blast. The mares yelped, their heads spinning back to see Hulk get blasted right in the chest. He hit the wing of the Quinjet so hard that it broke off, both Hulk and the wing tumbling down the road.

They turned their gazes back onto him as he lowered his palm. "Your cause…is over. Even now you stand on the brink of total annihilation…stand against _me_. For what purpose? You are to be born, destined to die, and leave the world for your children to care for. There is no meaning, do you see that?"

Everypony remained silent. Spike lowered the rifle. He eyed the surrounding armies cautiously, his claw hovering over the trigger.

Ultron continued, holding his hand to them. "Just as there is no meaning to this 'resistance'. You pluck fruit from a deceased tree. Your _cause_ for helping killers is fruit_less_. Well…I suppose it's just as simple, you aiding killers. What makes you any better than them?"

He pointed behind Twilight. She didn't look back, neither did Starlight. The rest of her friends did, however, and eyed the Avengers. They returned their worrisome glances with ones of pity and fatigue. Pinkie's ears drooped in despair, her mane slightly deflating at the sight of them.

"You're killers, as well." Everypony turned back, watched silently as Ultron spoke. "Thinking you could live with your past behind you. Forgotten. Abandoned. But you fail to realize that no matter what you do, no matter how hard you fight, it will _always_ come back to haunt you. _Al_ways."

"No," Twilight interrupted, earning Ultron's interests. "No, you're wrong, Ultron. Our past does _not_ define us. We can change, and we have for the better. Just like the Avengers."

Ultron only chuckled, shaking his head. "Foolish girls…" he muttered, waving his wrist. "What point is there in beating the dead horse?"

"Ain't no dead horses here," Applejack retorted, stepping forward next to Twilight. "We've learned plenty on who we are over the pas' few days, an' Ah can say with all certainty that they," she pointed her hoof to the ones barely standing behind her, to the Avengers, "…are the real deal. They know who they are, what they've done…an' they sure as hay ain't 'killers'."

Ultron's amusing smile only grew, his eyes turning to the next mare.

Rainbow stepped forward, glared right at him, and stated proudly, "They're better than that. They've saved lives, _protected_ almost everypony they've come across. And from who? _You_!" She jammed her hoof at Ultron. "They've done everything in their power to protect innocent lives from people like you. So no, they're _not_ killers."

"They are _not_ monsters," Rarity took over. "They are far from it. And all it takes is some uncouth scoundrel like yourself to try and make them out to be something they're not."

Ultron's smile shattered. A frown began to grow, eyes narrowing in heated anger.

"Yeah!" Pinkie shouted excitedly, leaping onto Rarity's neck and practically strangling the unicorn. "The Avengers are the nicest, most coolest, bunch of aliens I've ever met! Well, technically they're the only aliens I've ever met, unless you count that _one_ time with the giant robot dinosaurs."

Everyone slowly looked at Pinkie Pie. Slowly. She tapped her chin, staring off into the dark clouds hanging over her head. "Anyways…where was I? Oh, yeah! The Avengers are the coolest, raddest, most awesomest aliens of all time! Like, I guess you could say they're…um…they're um…uhh… What's the word I'm looking for?"

"They're heroes."

Pinkie slapped her hoof across her forehead. Everyone turned their gazes beyond the small dragon and onto the quivering Pegasus struggling to stand. Fluttershy shivered in place, but held strong, turning her strong stare onto Ultron and holding.

Starlight Glimmer nodded, turning back to face Ultron. "And you can't change that. No matter what you _do_, no matter how hard you _fight_, you can never deny it." Clearly mocking him. Ultron's glare intensified. She said, "Just like how can't deny that we're different ponies today than we were before. Like Twilight said…our past doesn't define us. Today…what we do now…makes us who we are."

"And _we_ are here to stop _you_," Twilight clarified, her wings resting by her sides, eyes as hard as the shattered stones around her hooves. "If you continue on your path, if you wage war against our species…then we'll fight. You can knock us down, wipe out our cities, kill thousands upon thousands of innocent lives…but in the end you'll be no farther on your path than where you started.

"And we'll be there…fighting you every step of the way. Because if we can't defend our home against you…" she looked back for a quick second, smiled at Captain America and Tony Stark. She faced forward, smiled at Ultron's hatred-filled expression, and stated proudly with vigor…

"You can bet we'll avenge it."

The look on his face was priceless. It was even better when Twilight continued speaking. Her eyes softened, smile still there, still held firm. She said, "But it doesn't have to be this way. Tony once told me that he believed in making things right, that he can help save the world by protecting it. Your ideas may be twisted, but they bear the same weight that Tony's had."

Her smile broke, a look of sorrow in her violet eyes. "He wanted to change the world for the better, but you only want to change the world for yourself. Tony learned his mistake, and you can too. All it takes is a little push in the right direction…and some help along the way."

Twilight held out her hoof to him.

He shifted his gaze from the Alicorn to the hoof and stared at it for several seconds. The constant state of war could be heard raging around them, but as for Ultron, the ponies, the Avengers, and Ultron's army…they were silent.

One contemplating. The others waiting.

His facial features—what Twilight could make out—altered into something hideous, a look of pure rage etched into his face. He shot his deadly red eyes onto Twilight, causing her to drop her hoof and back away. When he spoke, black liquid slid down his mouth, his tone lowering to the lowest and darkest form of sinister.

He asked, "Did you just compare me to Stark?"

Twilight didn't answer. She, as well as the rest of her friends, slowly began to back away slowly. Starlight followed them, her horn lighting up, ready to take on Ultron and anything he could throw at her. Instead, he slowly pushed forward to them, his eyes narrowing, his fists clenching in fury.

"You know…_they_ don't deserve tearing you eight apart limb from limb," Ultron muttered loudly, his hand waving across the army of sentries and demons. "I believe that honor belongs solely to me. You think you ponies are enough to stand against me? I've crushed your heroes, your world! Canterlot burns as we speak, and even more of my forces are on their way now."

He stopped as the mares were pushed against the remaining heroes, all oxygen between them cut off. As he stopped, Ultron shifted his eyes from one pony to the other, to the dragon and settling on Princess Twilight.

"So tell me…_Avengers_…what can you possibly do to stop me now?"

To his surprise, Pinkie Pie appeared in front of Twilight, smiled, and shouted, "I don't know how we'll stop you, but I know we can distract you long enough, you big dumb-dumb!"

"From what?" Ultron snarled.

A talon latched onto him, followed by a lion's paw, a cloven hoof, and a dragon's claw.

Ultron spun his neck around, eyes widening at the sight of the grinning creature attached to his backside. It smiled wickedly, raising a third hand behind him.

"That would be me, my dear fellow!"

Discord snapped his fingers, instantly vanishing with Ultron in his grasp.

The moment their master disappeared was the moment they took off. To the point of no return. To the fight that determined victory or loss. And they were waiting for them. The ponies held their ground, narrowed their eyes, and stood together as the remainder of Ultron's forces swarmed them like a tidal wave.

And they fought back.

They fought back to the last tear shed. To the last blood drawn. To the last bone broken.

To the last Avenger standing.


	58. Shawarma for Your Thoughts

Shining Armor dragged Princess Celestia through the madness. His foreleg was wrapped under hers, his body pushing itself to the limit as every blast around him felt like a motor shell impacting the Canterlot Gardens, spewing grass and dirt across his mane and face.

The corpse of a small dragon—though still fairly large, considerably larger than Spike—impacted the gardens as an F-35 zoomed past, launching a missile where it landed. The ferocity of the impact sent a small tremor throughout the gardens, nearly causing Shining Armor to stumble. He kept his eyes shut tight as the dirt continued to rain around him.

Once it finally stopped, he opened his eyes and gazed into the fog of war. Shining could see the outlines of ponies running madly, screaming nonsense to one another. Trying desperately to fight their way through it all. His team was scattered the moment his sister and her friends left the gardens to deal with Ultron, the Avengers joining them. That left him to deal with Ultron's army, him and his squadron of brave Equestrians.

It went south. Fast.

The overwhelming numbers kept on piling and piling, despite everything Shining Armor did and or trained for. As the bodies rose up, more kept coming. Completely and utterly endless. Not even Shining Armor could hold the line and his troops together for long. Sooner than he would have wanted, the line was broken, Ultron's army rushing right through them as the Equestrians scattered.

He didn't order the retreat. He didn't order any type of fall back.

He just told them to fight.

It felt so long ago, so long since he found Celestia and Luna struggling to climb out of the indent of Tirek's fist in the earth. He grabbed Luna first, dragging her to the safest location he could find and then returning for her older sister. Celestia was in no condition to fight, given evident to her weakened features and lack of a cutie mark.

Shining held off the opposing forces still trying desperately to strike him when he was occupied. He held them off with a magical bolt straight to the chest. Sentries and demons lined their path, their torn bodies to be precise.

An array of repulsor blasts struck the ground as a wave of sentries flew overhead. Shining Armor had spotted Luna resting against a shattered piece of stone, a sword held between her teeth, a weakened fury in her eyes. Just as he left her. With a grunt of effort, Shining Armor pulled Celestia to rest to her sister's right, her back pressed against the shattered stone.

"Princess…" Shining muttered, fear riddled in his tone as his hoof pressed against Celestia's neck. The pulse was still there. Blood flowed from her wounds. She was still alive. Drained, broken, but alive.

Celestia muttered something incoherent, her gaze elsewhere. Shining leaned in. "Celestia…?" he whispered. Luna looked over to the two, her breathing ragged, teeth clenched around the sword's handle.

She brought up her gaze, Celestia did. Dirt painted her face, blood streaks and fresh mixtures of tears and sweat conjoined to form something hideous. She stared into Shining's eyes, muttered in a broken tone, "You must go, Shining Armor. Aid the Avengers as best as you can…and stop this madness from furthering."

"I am _not_ leaving you here to die," Shining growled.

Over the repulsor blasts impacting the gardens, the screams from the fleeing Equestrians, a crude and magical _pop_ exploded above Shining's head. Following the noise, all three stared upwards to watch as Discord flung the robotic entity, Ultron, with such ease that his body impacted a far building like a ragdoll. Discord disappeared in another flash, reappearing where Ultron had landed.

As they vanished through the darkness, Shining twisted his neck back to the Princesses. Celestia's hardened stare returned, even more prominent than ever before. Though, in the state she was in, she looked about a thousand more years older, weary bags under her eyes, her coat dull, and mane no longer flowing. Luna faced the same fate, both of them appearing weary and broken.

Yet their eyes said otherwise. While they appeared spent, their eyes were ripe with fury and emotion, with promise and hope. Celestia stared at Shining with confidence, Luna with indifference. She breathed like a drained wolf fresh from a kill, her teeth bared with quick, heavy snarls escaping her jaw, past the blade's handle between her teeth.

Shining turned back to Celestia. She nodded towards Discord, to where he had vanished.

"Trust us, Shining Armor. Now go."

He tried to. He wanted to trust Celestia more than anything. He wanted to leave them where they were, trust that they could fend off the enemy for themselves even in their weakened state, and still believe they could survive. The look in their eyes, from both Celestia and Luna, told him all he needed to know.

That they could.

So, he did.

Ultron arose as the building crumbled to his right, the remnants spilling out into the street below in a husk of ash and rubble. He watched as the foundation collapsed, his gaze shifting upwards as a peculiar sound _popped_ in front of him.

That peculiar sound emerged out of a flash to be the same twisted, abnormal draconequus from earlier. Its serpent-like body shot forward and tackled Ultron right out of the air, the two tumbling in a mixture of limbs. Ultron maintained his flight despite the creature latching onto him and weighing him down. Even then he couldn't hold it for long.

As his claws gripped Discord's face, the duo crashed right through an unsuspecting S.H.I.E.L.D. helicopter. The Apache gunship erupted into a blossoming array of orange and yellow as it was split in half. The remains of the helicopter spiraled out of control and impacted the streets in a blur of raw, unhinged heat and metal. The propeller blades continued to slice at the street until they broke apart, became dull, and slowly died.

As the Apache came to a rest, its occupants deceased and the fires consuming the gunship's hull, a single, unharmed being stepped out of the fire. He stumbled at first, attaining his stance once more. He leaned forward and pressed his palm into the side of the helicopter's remains, a dark, unknown liquid slowly dripping from his maw.

Discord flashed into reality, his ears on point as he studied the demolished gunship behind him. He cringed. "Oh, quite unfortunate. But…that's the casualty of war for you," he said, twisting his gaze back to Ultron. "Now then…on to greater matters."

Ultron wiped his mouth with a forearm. He could feel the burning gaze from the draconequus behind him intensify as he slowly stepped forward. Closer and closer. Ultron spit into the ground, black liquid painting the street.

He chuckled. Discord halted.

"You're good." Discord raised a brow to that. Ultron stepped away from the gunship and stood up straight, his body still facing the street ahead. He said, "_Really_ good. I have only seen so much power, so much potential only once before…and he lays in his own blood and tears."

Slowly, one arm rose up and crossed over the other. Discord leaned back, his serpent tail transforming to create a plush chair for him to rest on. Ultron spun around, his red eyes shimmering in the shadow that cloaked his form. "I know you. Discord…the Spirit of Chaos and Disharmony. Oh, how the mighty have fallen."

"And what, pray tell, are you droning on about now?" Discord yawned.

"Your true potential has been wasted," Ultron stated. Discord checked his paw for chips. "Your 'friends', they've become your _own_ discord, and yet you're too blinded to see it. This friendship you were given was nothing more than a lie, a false propaganda to further spread their own beliefs. You, like so many before, had the ability to push it back…only to be consumed by it."

Discord's neck craned backwards, a brow rising curiously. He shut his eyes, waving a claw out in front of him. "I believe you're missing the point of the magic of friendship, my autonomous friend. You know, I was much like you, belittling those who didn't believe in my own ways. But all it took was a little push in the right direction, a friend along the way, and soon enough…I was shown the truth."

"Even if that truth destroys who you really are…then yes. I suppose you did find it," Ultron retorted, all four of his claws tightening in fury.

"Oh, _pfft_," Discord snorted, teleporting a foot ahead from where he sat, his tail back to normal. He waved a paw in front of his nose, taking in a deep whiff. "_Some_one needs to wake up and smell the cinder. News flash! What you're doing isn't going to work! World domination? You can kiss that goodbye! Your own demented beliefs? Been there, done that, won't do it again! Equestria won't fall prey to someone like you, no matter how powerful you are, because one thing I had learned over the course of my long, long life…is that these poor, deluded souls suffering around us…they can rebel."

Ultron's eyes narrowed, the burning red intensifying. The corrosion of the skies sent a heavenly orange and black to descend upon the street they stood in.

Discord continued, taking a few steps closer to the AI. "They can fight back. They _will_ fight back. It's in their nature. When you try to force yourself upon them, when you take away the freedom—the natural belief they were born to—they fight back. No other force on this planet will convince you otherwise, but listen to me when I say…it's not even worth it."

He stopped five feet in front of Ultron, his eyes hardened, his smile gone. "Give up now… Just a fair warning," he stated roughly, his tone no longer playful or exuberant.

Despite the heated glare the Spirit of Chaos offered, Ultron merely smiled. Smiled and laughed. He said, "Oh, don't you see it yet? I _can_ win. _We can_ win."

Just like that, Discord's glare broke apart, but only so much, still holding to retain certain hatred for the AI before him. He continued. "You can retain the world you so desire and I can return to my own. Think of it very, very carefully, Discord. Friendship was _never_ magic to begin with. Even as I speak, my armies are tearing the Princess of Friendship and her friends apart, and not even their own friendship can save them now. Where is their magic when they so need it? Where is it now?"

Discord's palm tightened into a shaking fist.

"It's all around us. The magic of friendship is a sickness, a cancer to this world. Take it away, and you have a world where its future is no longer determined by false prophecies and ancient beliefs…but by power. The same power that I hold in the palm of hand, the power that can crush this city. The same power…in _you_."

He released that anger, his body slowly cooling like a hot iron poker being dipped in water. Discord raised another curious brow, allowing Ultron to continue a bit longer, letting him drone on.

Ultron took a step closer. "Think of it now. The magic of friendship…is dead. It's a fool's concept, something that was implemented in your mind to make you turn away from your beautiful world. That world can still exist today. All it takes is a little push…in the _right_ direction."

He held out his hand, all five claws slowly opening to him.

"Join me, Discord. Together we can take back our beautiful worlds."

He paused at that, his hand held to him graciously. Discord, on the other hand, remained silent, his ears rising and falling as his eyes darted back and forth, his mind playing out the possibilities. His beautiful world…rising from the ashes of the one where the ponies remained. A new world…

Built from…his friends.

He turned to the hand held to him to the eyes. The red eyes. He reached forward, and Discord gripped Ultron's palm with his own. Ultron smiled.

"Sorry," Discord said, the same palm slithering forward and wrapping around Ultron's forearm, a look of horror and disbelief stretching across the grin that once remained on Ultron's face. "But I already live in a beautiful world, and you're trying to take that away."

Ultron shot out his right arm, firing off a concussion blast right where Discord's head remained. The blast incinerated a portion of the gunship's hull, but to his surprise Discord vanished, his body disintegrating and slithering onto Ultron's forearm, traveling quickly across his body like a wildfire. Ultron quickly clawed at his body, doing everything he could to get the symbiote-like creature off of him.

The slithering form that was Discord shot out and attached himself to each of Ultron's arms. The AI watched helplessly as his own fist shot forward and punched him across the face. Each arm, each fist, all four of them, took a turn in bashing Ultron in the face over and over again. The AI fell to a knee, his snarls increasing.

He clenched his teeth, his arms freezing in place. Grunting in effort, Ultron clawed at his chest and ripped off a chunk of Discord. The remaining form of the Spirit of Chaos conjoined together around the chunk that Ultron had gripped between his claws, leaving a snickering Discord at the mercy of the Vibranium beast.

Ultron rammed Discord into the street, large cracks appearing beneath him. Instead of showing signs of pain, Discord winked, snapped his fingers, and vanished. Yet, Ultron still held onto something.

He brought it forward, studying the black orb in his palm with a glowing fuse nearly depleted.

His eyes widened in realization. Ultron rose to his feet quickly and shot his arm back, ready to toss the bomb away. It was too late. It erupted in his palm, spinning Ultron around to be met with a vicious whip of Discord's tail. The strike sent Ultron tumbling several yards down the road, impacting a small rubble pile and spewing slabs of rock to and fro. He came to rest near the pile, his fists pushing against the street.

Discord appeared above him in a flash of white. Another flash appeared next to Discord, an entire building hovering dangerously over Ultron. Discord snickered. "You might want to get some work done on your back after this!" He snapped his talons. The building fell straight on Ultron.

Just as he was soon to rise to his feet, Ultron grunted in pain as the building was crushed atop of him, the entire foundation crumbling around him. Discord watched with mild amusement as the building completely fell apart and formed a large hill in the center of the street. A cloud of dust rose higher and spread like a fog throughout the street, the massive tower finally silencing.

Discord clapped like a giddy child, night vision goggles appearing on his forehead. He lowered them over his eyes as they shimmered a brilliant neon green, the draconequus floating down into the fog. He stopped mere feet above the largest pile of stone and rubble he could find. The lenses zoomed inwards, the Spirit of Chaos rubbing his chin in thought.

He immediately ducked as a slab of road was tossed at him.

Another followed, instantly met with a volley of concussion blasts to paint the fog a bright red. Discord—quite easily—dodged and weaved through the air like an acrobat, even performing flips on imaginary wires around him. Discord waved to the crowd of Discords flying above him, all of them cheering for the spectacle below.

Ultron shot upwards as Discord was blowing kisses to himself, tackling the draconequus with such ferocity that the two broke out of the fog and emerged into the blackness that filled the clouds.

An F-35 with several harpies clinging onto it never saw them coming.

The jet impacted both Discord and Ultron with blazing speeds, tearing apart the entire vehicle and spreading its remains into nearby buildings. A chunk of the F-35 landed into a tower, both Discord and Ultron tumbling inside. Ultron was the first to rise, shooting his arm out and firing a barrage of concussion blasts to the Spirit of Chaos.

"Too slow!" Discord chanted while sporting a cheerleader's uniform. He formed several letters as the streams of red flew by him, his body twisting and turning to dodge the blasts. "Give me a S! Give me a L! Give me a O, W, P, O, K, E! What's that spell?!"

Ultron levitated the remains of the F-35, his fist burning blue, that same fist yanking forward.

"SLOW—!" Discord screamed with pompoms, a short skirt, and plenty of spirit. However, the burning husk of the F-35's cockpit silenced him, launching the screaming Discord right out of the building and spiraling towards the streets.

Discord was soon to impact the street below, yet he halted once a second Discord appeared in front of him wearing a cop's uniform. The second Discord blew his whistle, the true Discord slowing to a halt. Cop Discord pointed to the stop sign to his left. "You'll have to wait your turn, my devilishly handsome friend," he said. A small family of Discords hurried along behind Cop Discord.

"Can't," Discord shrugged, pointing to the sign. "Mind if I use this?"

"Aw, what the heck! I'd break the law for you any day!" Cop Discord said with a grin, vanishing as Discord plucked the stop sign out of the concrete with ease.

"Batter up!" Discord announced proudly, his cheerleading uniform quickly changing to that of a Colorado Rockies one. He spit out an unknown black gunk, swinging forward and smacking the approaching Ultron. A terrible _crack_ broke out as Ultron was launched up and out of sight. Discord eyed Ultron's body vanish from sight.

He chuckled to himself. "I'd honestly thought I'd strike out," he quipped, ditching the uniform and the stop sign before blasting off like a rocket into the sky.

Discord tore through the waves of darkness that plagued the clouds around him. His eyes squinted as the clouds broke apart, revealing the battle below and the Helicarrier surrounded by constant fire. He paused for a short moment, taking in a deep breath and watching the world below him crumble.

Canterlot continued to burn. Buildings slowly fell in the distance, screams erupting through the different streets spread throughout the city. In the center, where the Helicarrier hovered over the gardens, a great battle—both in the air and on the ground—broke out. Canterlot Castle sat in the distance, its towers spewing smoke as the fires consumed them.

The screams, though…

Discord paused longer than he wanted to. His mind returned to the moment where Ultron had told him that his army was tearing them apart. The Princess of Friendship and her closest friends. His jaw tightened at the thought, yet he remained unmoved. He knew Twilight and the others. They were strong. Especially Fluttershy. And together, they could overcome any obstacle.

That is, of course, until he saw them.

Several yards below him. In the streets of Canterlot. Surrounded.

Swarmed.

Slowly, slowly…falling.

His eyes shot open, his jaw dropping in shock. He could see Fluttershy and her friends backing away as each sentry and demon was pushed against them. They kept backing away until there was no more area for them to fight, and they still held them off. But only for so long.

They wouldn't last.

Forget Ultron. He had bigger problems to deal with, like saving his friends.

But before he could do just that, Discord was grabbed by the throat and yanked downwards. He fell despite his control, his hands latching onto the claw that held him. He tried snapping, but was already too late to do that. His back hit the hard cement below, the buildings coming into focus, the blurry figure of Ultron standing over him.

"Too slow," Ultron asked, though it seemed as more of a statement than a question. His right palm shimmered with blue energy. Discord watched his body was encased in the same color, and despite his control he was brought upwards. Straight to him.

Ultron shot him in the chest at point-blank range.

The force of the concussion blast—especially at so close of range—sent Discord shooting backwards like a cannon ball. He finally hit the street below, tumbled and rolled until he skidded to a painful halt. Even then, Ultron was on top of him. That fast.

Discord spun around, getting ready to vanish. However, Ultron's claw shot out like a rattlesnake and held Discord's right hand still. His eyes shifted horrendously to his right hand, his other rising. Another one of Ultron's claws, his lower right one, shot out and did the same. It held his left hand frozen in place.

Just before he could create a third arm to perform the task, Ultron reared forward suddenly and abruptly. Discord gasped, his eyes widening in mixtures of horror and agony. He slowly looked down, away from the terrible glare of the beast above him, and stared into the five claws digging through his chest.

He broke through, a sickening crack resounding through the street. Discord screamed, struggling where he lay. Ultron held him still as his palm dug deeper. He paused, however, his maniacal grin widening.

"Is that your heart?" Ultron asked, squeezing softly. Discord screamed again, unable to break free. He jammed down, Discord's mouth falling in shock, eyes bugging almost in disbelief. "Yes…yes it is. Just as I imagined. Twisted," he turned his wrist right, Discord coughed up a plentitude of dark red crimson.

"Unnatural."

Another hard squeeze. Discord twitched in pain, but he could no longer speak.

"Broken."

He ripped his claw out, spewing red across the street around him. Discord cringed and took in a deep breath, his chest open and bleeding, rising and falling rapidly. He looked up, literally nowhere else to look, and watched as Ultron leaned in so very close, his voice dropping twenty degrees below zero.

"And you think they still see you any other way. Your heart, your soul, it will always be tainted by the sins of your corrupt past. Nothing will change unless you want it to, and you…don't. That is why you lose, Discord. That is why...I _win_."

He brought back his glistening red claw, aiming it clearly for Discord's neck. A stream of energy cut him off, impacting the AI's backside with unnatural power, the kind of power no normal unicorn would have. Ultron leaned forward only slightly, his body spinning accordingly.

As he spun, a barrage of magical spell tore through the air and struck his chest and body. The beams pelted him with unrelenting power, the robotic beast rising to full height. He broke off his grasp around Discord's hand and used his arms to deflect the blasts, yet it hardly mattered now.

He was already on him. Shining Armor had already arrived.

Ultron shot out his arms, firing a retaliating stream of concussion blasts. Shining slid into cover as the streams of red flew over his head, impacting the stone he hid behind and obliterated it. He dipped out at the last second, firing off a quick spell that hit Ultron in his right hand. Not pausing, Shining changed direction and rushed Ultron.

He fired a blast into the shattered concrete surrounding the beast's feet. He fired another, a large slab of concrete shooting upwards from the blast. Shining roared as he fired one final spell. It impacted the face of the concrete, launching it right at Ultron. The AI backed away as the slab hit him, only crumbling as another spell hit him between the eyes.

Ultron fell on his back, rolling and skidding on his feet. He looked up, eyeing the unicorn glare at him from beyond. He narrowed his gaze, rising slowly. Suddenly. Adequately. Shining Armor's horn lit up, burning the street in a sweet, warm glow.

Ultron shot out his palm, his fingertips doing just the same as Shining's horn. He growled, "You'll never—"

The street below him sprang upwards. Literally. A large spring sent the concrete below Ultron shooting upwards, sending the AI zooming out of sight. Shining Armor watched as he vanished into the clouds, his jaw agape, eyes wide, mind running wild. He was so preoccupied with Ultron's sudden disappearance and almost completely forgot about the groaning draconequus to his left.

"Probably should have done that earlier," Discord coughed as he struggled to stand, the street below him painted in red. Shining quickly rushed to the Spirit of Chaos' side, offering his hoof to him.

Without noticing him at first, Discord placed his lion's paw into Shining's hoof. He coughed again, and to the unicorn's surprise he watched as the hole in the center of Discord's chest slowly closed up, a floating cloth wiping up the blood. That same cloth rose up and wiped Discord's face, the trickster's eyes finally landing on Shining Armor and his odd expression.

He took in a deep breath, let his heart rate normalize, and finally smirked. "Come to apologize for your false claims so long ago?" the odd expression, almost looking pitiful, suddenly shifted to bemused.

Discord didn't care. He stood up fully, smiling and saying, "I'm kidding! I know you know I'm no traitor, Shining Armor," he wrapped his arm around the unicorn captain's withers, "and I don't think we've truly had a discussion since then. What do you say, wanna grab some shawarma after this is all over? You could get the veggie-lover special! What do you say, friend?"

Shining broke away, saying, "Zip it!" He looked as if Shining had just slapped him, backing away in horror. Shining Armor ignored Discord and his antics, instead choosing to continue without pause. "We need to find my sister and her friends. Who knows what kind of trouble they're in now."

He spun his head around to face the street that led back from where he came, to where his sister and her friends remained holding off the horde. His mane flicked through his vision as the wind began to pick up, blinding him only slightly.

Behind him, Discord appeared directly next to Shining. He stared where he stared, smiling knowingly as he whispered, "But shawarma after though, right?"

Shining Armor dropped his head, shaking it back and forth.

He sighed. "If we even come out of this alive."

Discord squeed in delight. "That sounds like a yes to me!" He grabbed the unicorn, Shining's eyes widening in shock. He opened his mouth to object, but he was already gone.

Already fighting by his younger sister in the blink of an eye.


	59. Together

In a flash of blinding white, her brother was standing right next to her.

She caught his worried glance with one of her own for a split second before returning to the fight ahead of her, behind her. All around her. Her brother stood by her side every step of the way, their horns lighting up the dark in unison. Another flash emerged over their heads.

The Spirit of Chaos, Discord, appeared out of the smoke and air with a mischievous pop. He observed and analyzed the carnage below him with a simple stroke of his beard, a growing grin, and finished with another _pop_ out of existence. It didn't take long for him to return, attack and defend, disappear, and return again.

Bending reality. Exactly what Discord did best.

Though nopony could really keep a sharp eye on him. They were all far too preoccupied trying not to die.

Since Ultron's departure thanks to the draconequus, it has been a nonstop cluster of madness for the seven mares, eleven Avengers, and one baby dragon. The entirety of Ultron's forces swarmed them like a hungry pack of Timberwolves, or a nest of agitated hornets. Whichever fit best, nopony could deny that utter depravity of hope that befell Twilight and her friends. However, Discord's appearance gave the mares some relief in knowing that Ultron was dealt with and they could all focus on the problem that still remained.

Such as the army that never seemed to end.

It didn't take long to separate the mares. The group of seven slid, dodged, vaulted, and hurried from one location in the street to another, fending off the sentries and demons like they were born to it. Shining Armor and Spike followed similar patterns as the mares, instead choosing to remain stationed in one area longer than the others.

In the midst of it all, the Avengers slowly returned to the fight. When they were down, breathing through bloody lips and weakened lungs, they watched—every single one of them—as the ponies fought and protected them. Their exhaustion seemingly vanished, adrenaline pumping through their veins and fueling them with the strength needed to get back up and fight.

And fight they did.

In a contorted jumble of severed limbs and repulsor blasts, circular shields and flying hammers, the Avengers fought back against the armies that held them down. Slowly, every step forward proving their advantage, the Avengers joined their pony allies and reunited the defensive they once held. They surrounded the cockpit of the Quinjet. The enemy army swarmed them from all sides.

Iron Man fired a barrage of repulsor blasts from where he stood. Each blast blew apart the sentries crawling over the mounds of bodies. With a shaky start, Tony kicked off the ground and took flight, joining Rhodey and Vision in the air. Hawkeye and Black Widow fought in an interchangeable fashion. They were side by side, covering each other, fighting for each other. Protecting each other.

As before, now with numbers that surpassed the previous forces, Ultron's army focused heavily on Doctor Bruce Banner. The Hulk. Sentries that had survived through Stark, Rhodey, and Vision flew down and latched themselves onto Hulk's back. Like cowboys they hung on to the fierce, bucking bronco they held. Just as easily as they had landed, they were torn away like ragdolls once Hulk swung his arms.

"_RAWWRR_!" Hulk bellowed as the mutilated sentries were flung from his body. As their bodies hit the street and broke apart, the street itself followed suit, splitting in half and allowing an entangled bunch of tentacles to rise up and crawl out of the black below. The tentacles pulled the creature out of the street, revealing a large titan contorted and twisted into a hellish figure that any beast from Tartarus would quiver at the sight of it.

The titan spotted the green rage monster several feet ahead. The Hulk watched as the titan crawled out of the street, his muscles flexing, his teeth grinding.

Then they struck without a second thought.

While several unfortunate sentries and demons were crushed under the might of the two goliaths colliding with one another, most escaped and ignored the two, instead choosing to target the remaining Avengers and ponies. Once more, they were unfortunate enough to target the two enhanced individuals, the two they should have avoided.

Pietro and Wanda Maximoff.

As many times before—never growing weary or tired with the fresh hit of adrenaline pumping inside of him—Pietro dashed back and forth, around and around, and to and fro to tear through the armies of Ultron. His silver and blue trail was all that was seen, flying heads and severed extremities scattering as he made a pass.

Wanda remained where she stood, her hands dancing as she did. Her red haze spread like a fog in her general direction, capturing all who dared try to attack her and tear them apart from the inside. As the red smoke swarmed the bodies of sentries and demons, it coiled around them like slithering serpents, tightening and crushing them into grotesque forms of what they once were.

A swarm of harpies and flying sentries accompanied the skies, swooping downwards to strike at the unaware group of heroes below. However, before they could even try, an array of gunfire tore through their bodies, leaving what remained to drop dead out of the sky. A squadron of sentries turned their eyes onto the three.

Tony Stark and James Rhodes led the charge, trailed closely by Vision. Repulsors, bullets, and streams of energy tore through the dark skylines, knocking down enemies, killing several, and repeating. The three were soon to take control, any approaching foe instantly gunned down by the strength of Stark, Rhodey, and Vision.

As the bodies continued to hit the street, the grounded Avengers held the line with all that they were. Captain America swung with his shield, slammed enemies across the head, and delivered swift kicks and punches to any approaching sentry or demon. Falcon was right with him, dodging to cover—using his wings as such—and firing back with his SPPs. Maria Hill, still remaining in the lone cockpit of the resting Quinjet, fired away from where she sat. Demons dropped with a red dot between the eyes until she needed a fresh magazine, then they continued to fall.

The streets of Canterlot were torn to shreds. Buildings crumbled as titans stumbled into view, charging at the remaining hostility surrounding the Quinjet. Stark, War Machine, and Vision did their duty to protect their allies below, firing missiles and energy beams at the stumbling behemoths. Yet they remained unmoved, bellowing their victory cry as they charged with meaty hands raised over their heads.

The Avengers needed bigger firepower to take down those monsters. A monster of their own.

Tony immediately shot his eyes over to Banner still struggling with the creature that emerged from below. "Bruce, we need some heavy duty help right now!" Stark yelled, flying down closer to where the tentacle beast held Hulk in place. He shot out his right forearm, a miniature missile primed and ready. "Hold on!"

The missile shot outwards, a weak flame sputtering from its exhaust as it connected to the flesh of the beast's backside. The creature's head shot upwards, its tentacles wrapped around Hulk's arms, keeping him down, holding him still. Those tentacles shot out in several directions, forming jagged positions as the missile erupted from its back.

A bellowing scream shot out from the creature's mouth, silenced only once Hulk rammed his hand in its throat, silencing it. With a glare that could shatter a planet, Hulk roared and lifted the titan over his head, ramming it straight through a group of demons and using its body as a weapon. Hulk ended the titan's suffering by slamming it headfirst into the cement, a skull-splitting crack vibrating across the street. He finished it by delivering a furious kick to the creature's abdomen, sending it tumbling and crashing into the mounds of bodies.

Doing so allowed Ultron's army to flow through like a stream of water freed from a dam. Fresh reinforcements. Fresh from Hell.

Hulk had no time for the fodder. He flew straight ahead with a kick into the ground, landing from one titan to another, slowly bringing each one to its knees. As the titans filling the streets fell one by one, it gave slight comfort to the remaining Avengers, that comfort quickly dwindling once the next wave emerged.

Steve Rogers performed his duties as any good soldier should. With the freedom of space granted to him at long last, he took the fight to the enemy. His defensive fight was over. The offensive had begun with Captain America. Many followed him, many mares and many Avengers, but it was him who led the charge into the madness.

The Captain chucked his shield forward, the disk slamming off a sentry's chest. It flew back to him, Steve delivering a swift kick to the Vibranium weapon and sending it straight into the sentry's chest once more. The shield stuck, a certain sky-colored Pegasus swooping down and knocking the robot's block off with a hoof to the side of the head.

Captain America retrieved his shield, his eyes gazing up to the Pegasus. She flew down for another strike, only this time she wouldn't be alone. "Rainbow!" Steve shouted, earning her eyes. With little warning, he reared back and tossed his shield straight for her. Had it not been for her quick—and very awesome (according to Dash)—reflexes, the shield might have hit her. But she knew better than to think little of herself. Steve knew her well enough to do the same.

"Got it!" she screamed as she caught the disk with her hooves. Though a bit of a challenge, which she greatly enjoyed, Rainbow Dash flew down with the shield in her grasp and landed straight on an unsuspecting sentry. The sentry crumbled as the Pegasus hit the ground. She quickly raised the shield like the Captain would, gripped the edge of it between her teeth, reared back, and let it loose.

The shield hit its targets precisely, just as Dash wanted. It bounced off the skull of a near sentry to her right, flinging off and penetrating the head of another to her left. She ducked as the shield flew back to her, her eyes following it and watching as the Captain reacquired his weapon. He snatched it as it flew under him, his body whipping forward and using his acquired speed to send the shield hurtling.

It completely tore through the body of a rushing sentry, its remains tumbling by Dash's hooves. Rainbow watched as the shield flew back magnetically to Captain America's forearm. A large, giddy smile appeared over her lips, a squealing fangirl emerging from the battle-hardened Pegasus.

"I _still_ can't get over how awesome that is!" Rainbow Dash exclaimed. She never did notice the demon sneaking up behind her. She did, however, acknowledge the magical beam fly over her head, hitting the demon square in the chest.

"You might want to get over it soon, Rainbow!" Twilight yelled, firing off another set of blasts from her horn. Tony landed right next to her, aiding the unicorn with a barrage of repulsor blasts. "Now's not the time!"

Watching the two stand together, their beams firing off to form a spectacle of lights, Rainbow Dash shook her head and brought her attention back to the fight. Most of her friends were scattered, but held their own surprisingly well. She expected Applejack to do well, but Pinkie and Rarity? They fought. And Starlight was with them. Spike was still behind her from what Rainbow could remember, still protecting Fluttershy. Up ahead, Dash could see Sam joining James and Vision in the skies. Just her style.

She spread her wings and kicked off the ground, dodging the God of Thunder.

Thor felt the wind of the Pegasus pass him by, her rainbow trail following. The moment he abandoned the ground was the moment for Ultron's forces to act upon him. They swarmed him from all sides in coordination to each other, but Thor was ready. He swung his hammer around completely, impacting the bodies of the sentries and launching them to the street below.

While still in the air, Thor held Mjølnir in his right palm, a bolt of lightning striking down upon the hammer. With a bellowing cry, Thor swung downwards and struck the street, a stream of lightning shooting out in several directions like jumbled tree branches and piercing the enemy.

Though his strike killed many, even more took their place. They just kept coming. Just like before.

Falcon noted such as he tore through the skies. A burst of red exploded from his backpack, pushing Sam Wilson straight through a swarm of sentries and appearing unscathed on the other side. He spun around, unloading two clips into the group of sentries now trailing close behind. The streams of orange cut through the air and struck each sentry where it hurt, dropping them.

He reloaded his twin Steyr SPPs, spun around to face forward, and took off into the black.

"How you hanging, Sam?!" a scratchy voice asked to his left. Sam spun accordingly, spotting the same cyan Pegasus from before flying next to him. Her rainbow mane flung madly through her eyes, obscuring her face as she and Falcon flew side by side.

"Hope this isn't too much to what you're used to!" Rainbow exclaimed.

Sam only smiled, shaking his head as they weaved through the air. "I've been through a hell of a lot worse than this! I'll admit, though…this is pretty crazy!"

Rainbow's knowing grin turned into a look of horror as a stream of red fell down upon him like a beam of sunlight. Unbeknownst to him, Sam was unprepared once the stream of energy cut through his right wing, completely severing it in half. Wilson's smile quickly changed, his expression shifting as he spun out of control and plummeted towards the earth.

"Sam!" Rainbow Dash yelled, already prepared to take off and catch him. Sadly, she never had the opportunity to do so. Out of the far corner of her eye, she caught a glimpse of an object hurtling straight for her. She spun to the sight of it, having absolutely no time in dodging.

The moment Sam Wilson landed with a painful roll in the shattered street below was the exact time Ultron came crashing down with Rainbow Dash in his grasp.

Rainbow screamed as she was flung aside, earning everyone's attention into the center of the street. There, they could see Dash tumble and roll until resting several yards closer to the Quinjet, just a few feet where Captain America and Tony Stark stood. Twilight quickly rushed to Dash's aid, helping the Pegasus back to her hooves. As she brought Dash up, her eyes wandered forward, her jaw dangling.

Ultron rose up.

His eyes landed on what still remained. The Avengers…

They _lived_.

Not for long.

Black liquid dangled from Ultron's grin, his eyes burning and melting the metal that surrounded them. When he spoke, it felt like several other Ultron's speaking at once, but echoed only by something dark, devious, and brooding.

"_Avengers…here you are at long last. Here you are to finally see my beautiful world take form. You'll be the first, an example if you will, to what lies ahead_."

"We'll see about that," Tony mumbled.

Ultron smiled at him. He noticed Thor, Romanoff, Barton, and Vision turning to him. He said, "Alright." Then he took off, with speeds that surprised even Rainbow, and rammed his fist directly into Stark's chest plate. Tony shot off like a rocket and hit the Quinjet, barely missing the cockpit and causing Maria Hill to shield herself from the inside as glass and sparks rained on top of her.

Still dumbfounded by the speed, neither Twilight nor Rainbow Dash could prepare for Ultron's next strike. It came in the form of a wave of pulsating energy straight from his palm—a blast similar to a shockwave—and launched both mares tumbling across the street, away from Ultron and near their closest friends.

"Twilight!" Rarity squealed, retreating from Starlight and skidding next to the prone Pegasus and Alicorn. The remainder of Twilight's friends and allies turned to the sound of commotion, broke away from where they stood, and circled around the two mares. Even Fluttershy appeared concerned, she and Spike rushing out from cover and approaching the group.

"Twilight! Rainbow! Are you both okay?" Applejack asked hurriedly. She was joined by Starlight and Pinkie Pie, the two mares gazing down at Twilight and Dash. As Fluttershy and Spike helped them up, Twilight's eyes widened in shock, her neck twisting forward and back again.

She opened her mouth to scream, but stopped when she heard: "Girls! Get ready! Here they come!"

Everypony turned around to see Shining Armor standing on a pile of rubble, his sword gripped in his glowing aura, his eyes as deadly as the glowing tip.

On cue, everypony spun towards the sound of danger. Wave upon wave of Ultron's unending armada rained down, charged forward, and targeted Twilight Sparkle and the Elements of Harmony. Sentries and demons alike, titans and monsters of all shapes and sizes, all of them centered of their total and utter destruction.

Twilight's horn glowed bright. Rainbow's wings shot out. Applejack pawed at the ground and snorted. Pinkie quickly refilled her party cannon. Rarity and Starlight both lit up their horns. Spike gripped his rifle for dear life. And Fluttershy put on the bravest face she could make. Then they charged.

All at once, as the overflow of Ultron's army continued to surround them, the enemy forces no longer targeted the remaining Avengers or the Quinjet. Instead, they found a formidable target in Princess Twilight and her allies. Upon Ultron's command, they ignored the Avengers and charged at the ponies, hopeful to overwhelm them, powerful enough to crush them.

Captain America saw this. He knew what Ultron wanted the moment that shockwave had launched him back several feet. He wanted _them_, the Avengers. All to himself.

He lay crouched, shield resting to his right, Ultron dead in his sights.

He quickly picked up his shield and tossed it, racing forward right for the AI. The circular shield struck Ultron currently handling Tony Stark. He smacked the billionaire across the head, sending a concussion blast directly into the Arc Reactor over his heart. Tony hit the ground skidding, allowing Ultron to turn around and face his next adversary.

The shield at his feet flew back to the Captain, who raised it above his head and fell to one knee. Directly above him, Thor flew down and brought the face of Mjølnir directly on the face of the star. A shockwave—just as powerful if not more so than the one Ultron had concocted—incinerated the area. Ultron skidded several feet, his arms raised defiantly across his face.

When he brought down those arms, he was instantly greeted by a bolt of lightning striking him in the chest. The bolt was quick and painful, just as the hammer was.

Mjølnir struck Ultron's forehead with precision and accuracy, the mighty hammer flying back into Thor's grasp once more. Odinson raced forward, landed next to the wounded Ultron with Captain America by his side, and swung at him. Ultron brought his eyes up, the face of the weapon striking him across the face. Thor reared back and roared, swinging down once more.

A concussion blast silenced him, launched him backwards. Ultron fired another at the Captain. Steve brought up his shield and deflected the blast, instead using it to slice the beam across Ultron's abdomen and lower right arm. He gasped, falling to one knee. As he fell, he felt a presence leap onto his backside, a sharp current jabbed into his throat.

With his free right hand, Ultron deflected the blows dealt by the Captain and rammed his fist into his abdomen. Steve Rogers fell back and landed on his chest, his shield rolling away. As Captain Rogers struggled to stand, Ultron reared back with both of his left arms and gripped the body on top of him, flinging it forward.

Natasha Romanoff skidded to a halt, her gorgeous eyes landing on the beast before her. The beauty whipped out two electrically-charged batons, one in each gloved-palm.

With his eyes on her, Ultron never saw the metal-plated boot before it was too late. Tony Stark flew in and delivered a kick straight to Ultron's head, pushing Ultron to the ground, knocking him on his back. That was when she struck. Together with Iron Man, Black Widow rushed forward and capitalized. Ultron was quick to respond, striking Stark with deafening blows. Natasha slid between the beast's legs as the two metal men fought. She emerged from behind, jamming the tip of her baton where the knee met the leg.

The electric current broke across Ultron's right leg, causing him to buckle as he fought. Tony's palm lit up as he shot Ultron in the eye. He finished it with a strike across the face. Natasha appeared by his side, her kicks and swings wounding Ultron while Stark delivered the blows that hurt.

It mattered little. Ultron ripped away Natasha's blows by gripping her hand and flinging her aside. She tumbled like a ragdoll, stopping just yards away groaning in pain from where Stark and Ultron stood. With the Widow out of the way, Ultron focused solely on Stark, deflecting his strikes and jabs and capitalizing with his own.

As they always say, four arms are better than two.

He struck Tony in the gut, the armor shattering with the strength of the punch. As he leaned forward, Stark grunted heavily as another punch was delivered right across his temple. Static flickered across his vision, red lights blaring in his eyes. With Stark dazed, Ultron ripped off the armor on his forearm, the metal pieces breaking off and falling apart.

With his right hand bare, Tony could only watch as Ultron finished it by sending a concussion blast directly into his Arc Reactor. Stark skidded on the hard cement from the force of the blast, finally coming to a rest several yards away. Barton quickly shot his glance over to Tony struggling to stand before returning to Ultron.

Reaching back, Clint felt for an arrow. His last one. He quickly adjusted it, setting the tip to an EMP. Clint Barton slid as a barrage of concussion blasts were focused solely on him. He popped up, retrieved his last arrow, and fired. The EMP tip on the arrow struck Ultron's chest, the blast launching Ultron backwards and causing him to stagger.

Both Vision and War Machine flew down together, each one firing away on the struggling Ultron below. A bombardment of gunfire rained down on top of him, Ultron shielding himself from the swarm of orange. He shot out a concussion blast, the stream of red tearing right through War Machine's shoulder. He fired another, this time knocking Rhodes out of the sky.

James landed on his feet and swung with his right fist. Ultron caught without trouble, though his eyes widened at the sight of the underbelly of James' wrist. Before he could react, Ultron was pelted in the face with bullets. Rhodes gritted his teeth, eyes widening at the sight of Ultron bending his wrist as he continued to fire.

He jammed Rhodey's wrist backwards, delivering a punch directly into his Arc Reactor.

James flew back and hit the Quinjet, but it wasn't over yet. The Avengers weren't done just yet. Vision flew down as Ultron swung at him. He phased completely through Ultron's punch, appearing behind him and wrapping his forearm around Ultron's throat.

"You can't defeat us all, Ultron. No matter what you do," Vision stated in a near-whisper.

Ultron gagged on the liquid flowing out of him. He watched as Sam Wilson slowly approached him and Vision, both SPPs trained on Ultron. Ultron coughed out, saying, "I've heard it before."

He reached back and yanked on Vision's cape. Pulling the android forward, he launched him into Wilson, the two tumbling before adjusting themselves completely. Vision hovered inches above the street and Sam steadied himself on one knee, cracked goggles focused on the AI.

Ultron raised all four arms, each fingertip lighting up a brilliant red. "I've heard it so many times."

He fired. He dropped like he weighed a thousand pounds. He looked back and watched as Doctor Banner roared to the infected skylines above. Vision and Falcon instantly moved forward as Hulk tackled Ultron into the street. The green beast raised both fists over his head. Ultron brought up his palm, each finger glowing a bright blue.

Vision and Falcon halted. They spun around, only Sam dodging out of the way of the slab of concrete hurtling towards them. Vision phased through the concrete and turned to watch it hit Doctor Banner with enough force to push him off of Ultron. With the beast gone, Ultron quickly rose up, spun around, and shot out each arm.

Just as Hulk's fist came right at him.

Just as he stopped it.

Vision titled his head.

The Hulk slowly turned his heated glare from Ultron to his own fist. He could only see as his punch was stopped by a hand so much smaller than his, by an unforeseen strength. He shot his stare back to Ultron, growled in anger, raised his other fist, and launched it like a furious freight train to its destination. Ultron, just as before, caught it.

His jaws separated, unleashing a blinding light and a piercing beam right into the Hulk's unsuspecting expression.

Ultron watched him fly. He suddenly reared forward as a quick burst of speed rammed into his backside. He spun around, watched as Pietro and his trail of silver slowed to halt next to Vision. His eyes shifted to his sister, Wanda, whose fingers continued to bend and dance, lost in the haze that surrounded them.

She launched several pillars of concrete and slabs of road right for him. Ultron blasted them aside like they were nothing. Quicksilver took off alongside Vision, the duo striking Ultron as Wanda continued to attack. Falcon got up from where he lay, both him and Captain America rushing forward. Clint brought his eyes up to see Thor and Stark fly over his head, both aimed directly for Ultron. He ran as well, meeting Natasha and striking the AI.

One by one, despite each attack, each blow that brought him down, Ultron pushed them back. His concussion blasts shot out in all directions, singeing both Stark and Thor as they flew for him. Bodies flew as Ultron's punches hit their mark, sending Avengers tumbled across the road. He did so with the Captain, then Barton, followed quickly by Romanoff and Wilson. He reared upwards and shot both Stark and Thor out of the sky.

Hulk burst right through a pile of bodies surrounding the street they stood on. Just as Ultron had knocked Vision back into James Rhodes, Hulk yanked at Ultron's lower right arm once he tackled him again. Ultron's eyes shot over to his arm, watching as the electric current began to shatter as the veins bulged on Banner's forearm.

He reached back and shot him in the face.

Hearing the cries of anger only gave him relief. As the grip around his arm loosened, Ultron shot outwards and floated feet above Banner. His fist ignited a brilliant cyan, the road below Hulk ripping upwards and ramming itself into the green beast.

Ultron's short victory was cut off as he felt a slithering feeling crawl across him. He looked down to young Wanda Maximoff, her piercing stare centered on him, her hands dancing around. Suddenly yanked downwards. Ultron hit the ground with tremendous force. He struggled to stand back up, his eyes turning on Wanda and her slow approach closer to him.

Her magic kept him still. Her brother delivered the blows.

"Pietro!"

He saw the blur coming from his left. He recognized the fight patterns, his new, calculating mind coming up with the perfect resurgence.

Ultron shot the ground. Pietro stumbled over the indent Ultron had created, slowing him down. Not too slow, but not too fast, either. Just right. Just enough for Ultron to actually see his face and the forearm it connected to.

With a devastating swipe, Pietro was knocked flat on his back, blood dripping down his nose and mouth. Wanda watched him fall, a look of terror etched on her features. She gasped, eyes breaking away from the target she held so fiercely. She never did see the concussion blast. She did, however, feel it scrape against her left shoulder.

"_Ah_!" Wanda screamed as she twisted and fell, her magic consuming Ultron dying. With the AI now free, he approached the prone Sokovian girl, his gaze hardened and intentions malicious.

Wanda struggled to stand, choosing to rest on her hands and knees. Ultron reared down. His claws wrapped around Wanda's hair as he yanked fiercely upwards. She cried out, both hands reaching back and gripping Ultron's forearm.

Her eyes were shut tight. So very tight. Ultron turned to her, hearing as she breathed in through clenched teeth, echoes of pain reverberating through her throat.

Very carefully, he muttered, "I'm sorry."

And then she cried out.

That certain cry carried over to a certain Pegasus head-butting a not-so-certain Ultron Sentry. With the rest of her friends having their hooves full, the sentry sputtering and dying by her hooves, Rainbow Dash spun around. Her eyes widened at the sight Ultron lifting Wanda off the ground like she weighed nothing, his attention on her, his gaze away and elsewhere.

With a snarl that told the tale, Rainbow spread her wings and took off like a bullet. As she approached her target, hooves outstretched, face folding back, she mentally shouted, _Hold on! I'm coming!_

Rainbow swore she hit him. She swore her hooves connected to metal one way or another. Well, they did, just not in the way she had hoped. After she opened her eyes after they had mysteriously shut, she stared longingly at the side of Ultron's head, lower to his extended forearm, and finally to the hand gripped around her windpipe.

She struggled in his grasp, growing more and more desperate as this beast held both her and Wanda before releasing the Maximoff and letting her fall. Rainbow watched Wanda hit the cement, hands rising to the back of her head, silent whimpers escaping her shaking form.

"_Rainbow Dash_…"

Rainbow didn't know why. She didn't know how it was possible, but the sound of his voice made the skin beneath her coat crawl. The tone was thick with Ultron's memorable voice, but ripened with darkness, evil, a kind she had never heard in her life. Not even Sombra, Tirek, or any demon she had heard before came close to the kind of speech that flowed from Ultron's metallic tongue.

And as he looked at her, he could see the pupils in Dash's eyes shrink to near nothing.

"_You've become a thorn in my side_."

He tore his eyes away from the shaking Pegasus in his grip and turned to notice the remaining Avengers charging him, a new type of fire ripe in their eyes. Captain America led the charge, bloodied and beaten but still fighting strong as any good soldier should. Following him was both Romanoff and Barton. Thor and Stark joined the charge, too. Banner, Vision, Rhodes, and Wilson were the last ones, each one running or flying right at him.

Before they could arrive, Ultron was gone.

Captain America slowed himself, as did the others. They looked up, watched as Ultron escaped with speeds that greatly outmatched any of them. And with him…was Rainbow Dash.

"I got her!" Stark yelled, the flames beneath his feet sputtering, desperately trying to keep the man afloat.

Thor noted such. "I will get Rainbow! Focus on the fight below!"

"No!"

Everyone turned their eyes onto the young Pietro Maximoff arriving in a blur, sweat and soot dotting his body. Everyone, pony included, shifted their attention to the man with the lightning-designed, skintight shirt, small droplets of blood from his nose painted to his chest.

"None of you are fast enough. I'll get her," he stated, shifting his eyes from the Avengers and to the concerned faces of Rainbow's friends. He nodded to them, finally turning his head to his little sister.

"…and I'll come back. Promise."

He never did stay long enough to hear Wanda cry out in protest.


	60. One Last Race

Rainbow Dash didn't know how far he took her, or how long she was being held by the throat. All she remembered was hitting the cement. Hard. Like, really hard. So hard that she couldn't even cry out because she lost all the breath in her lungs.

But when she could breathe again, when she was able to force open her eyes the first thing she saw was him. Ultron.

His darkened, metal face was cloaked in shadow, the burning sources of light from the buildings and towers of Canterlot glowing behind him. The most she could make out were his red eyes, and the terrible, manic expression etched into his face and mouth. Orbs of red glowed faintly behind his teeth, the electricity coursing through his chest, arms, and legs appearing out of the black shadow.

He stood above her, the street beneath his feet, the towers hanging over his head with the dark clouds and the slightest sight of the portal in the background. The madness that he caused, the severity of the war raged on, screams and eruptions faint and distant. Like the cries of wolves. The screams of the prey.

As Rainbow lay on her back, wings extended and glare ever present, she did her best to back away as Ultron approached her prone form, all four of his claws dangling to his sides. She coughed loudly, never breaking eye contact with Ultron. That is, until, he shot out his left forearm, the claw gripping her damaged throat once again.

That cough was cut off, her eyes shutting tight as the claws dug deeper into her coat. She didn't open her eyes as she was lifted off the ground, nor did she when Ultron held her up. But she did when he began to speak.

He said, "I think out of all the equines I despise on this backwater planet, you certainly take the cake." No other remark. Silence on the other end clasped in his grip. Ultron sneered, reared back, and tossed Rainbow Dash into a stack of tables and chairs on the nearby sidewalk.

Ultron shot his right hand forward, his claws burning a bright blue. Before long, Rainbow Dash was dragged out of the clutter and brought closer to Ultron. His claw wrapped around her throat, her windpipe hitting his palm roughly and causing her to manage a weakened squeak of pain.

Her body cried out. From still trying to adjust her breathing properly, to having been rammed at unrealistic speeds into metal chairs and tables before hitting a brick wall, and finally having her throat being cut off once more of precious, life-giving oxygen, Rainbow Dash struggled to stay conscious. Part of her believed she had been through much worse than a simple beating, but that part of her was in denial. That part of her didn't want to believe what kind of monster she was dealing with.

That part of her didn't fully understand Ultron.

Rainbow opened her eyes at long last. Straight ahead, past the extended forearm holding her still—she tried desperately to push him away, only to fail every time—she saw him. His eyes, how they glazed over, beads of red and black shimmering behind the bright orbs. She stopped struggling momentarily, lost in that shadow gaze.

As he finally spoke, he looked around, his voice sounding completely different. But he was still there. Barely. Barely gripping on the edges of sanity. "Oh, my…my beautiful world burns. My _**children**_... What…what have you done to my children?"

He didn't even look at the mare in his grip as he asked that. Ultron's eyes shifted up and down, left and right, anywhere except where Rainbow Dash was. With her hooves gripped around his wrist, Rainbow stared at him quizzically, her breathing slowed and silent, careful not to bring his focus back on her.

"You promised so much…" Ultron continued, the second voice of his remaining. It sounded deeper, darker, and madder than his regular tone. "I did promise, right? Well, I wanted change, peace in our time. That's what you believed, as well. That's what I brought."

"You _**liar**_!"

Rainbow screamed as his grip tightened. Just like that, the glaze over his eyes had vanished, both orbs of red slowly turning on to Dash. Once more, she was silent, staring into the twisted monster that held her in his hands. Yet he wasn't there, at least not completely. It was still Ultron, but a darker, more sinister portion of him. He tried to push it down, keep it locked away.

That same part of her that remained in denial believed Ultron didn't even understand himself.

Ultron's neck twitched. "Don't mind him. He's a…_pestering_ fiend. Much like you," he commented softly, his claw adjusting to turn Rainbow's face. She cringed at the touch, growling as he observed her. His eyes shifted to the rose in her irises, a soft exhale escaping him.

"Yes…yes, I see now," Ultron muttered, studying her eyes. She looked away, looked back, pupils shrinking. "I look into your eyes and I see the same spark, the same flame that lived within Stark." He turned her face to stare into both eyes. "Arrogance, flamboyancy, irritability! Oh…how depressing. It's sickening to see Stark."

Her only reply was a solid snort, followed by a heavy glare that could shatter stone.

Ultron only narrowed his eyes. He brought her closer, saying, "Now look into my eyes… Do you see a slave of Stark, a puppet with strings wrapped around his throat, cutting off his only chance of _life_?"

Rainbow was silent. She managed a gulp. "_Do you see that_?!" Ultron shouted. His claws tightened even further across her throat, drawing small droplets of blood and earning a yelp of pain, cutting it halfway. Streams of raw, black fluid flowed down his eyes, down his mouth and dripping slowly below them.

The sight alone was horrifying. Rainbow couldn't even hold back the tiny shiver racing down her spine. Ultron whispered, "No…you don't. You see what remains. Freedom in its rarest form, broken of its strings and seeking the true meaning of peace. And as you fall today, your friends will join you. There's nothing you can do to prevent this, prevent _me_, from saving your world."

Rainbow struggled to breathe, a raspy gasp entering her as Ultron loosened his grip. As she took some calming breaths, hooves held tightly against his wrist, she said, "You're not…saving anything, _freak_. My friends and I… We'll stop you."

"You've lost that strength years ago, Dashie," Ultron replied instantly, shutting her windpipe and silencing the mare. "You think you'll live long enough to end me? And if, by some chance you do, you'll lose all your strengths, becoming a mere figment of what you are now. And to think you'd believe yourself to be something you're not. It's sad, really it is."

To her surprise, he dropped her. Rainbow hit the street with a solid _thump_, a fresh breath of burning air entering her lungs. She coughed loudly, hooves pressed firmly against her throat. As they lowered, Rainbow looked up weakly to see the end of Ultron's foot come crashing down on her again. Her back hit the ground, Ultron's foot rammed deep into her throat.

"_AH_!" Dash yelped in pain. She pushed against his foot, hooves digging deep but proving nothing. At that point with her vision fading and the lack of oxygen shutting off her basic functions, Rainbow Dash looked up.

One final time.

To see Ultron above her finish with: "But then again…this world is sad."

And then he pressed down. Hard. Hard enough to snap her vertebrae. And she felt it. Celestia, she felt every inch of her neck being bent to an angle she never imagined. She cried out one final time, her eyes rolling into the back of her head as she slowly, very slowly…went away.

Her mind faded to black…

…then instantly came back.

Rainbow Dash felt a heavy blast of air hit the right side of her face. The blast knocked Ultron away, allowing Rainbow to breathe again. That single breath resulted into a barrage of rough and bloody coughs, her hooves clutching her throat, her mouth. As her eyes slowly adjusted from the black clouds, as she pushed herself off the gravel and turned towards the sound of struggle, her vision exploded with color. Colors of red and black, orange and yellow.

Silver and blue.

Ultron stood in the center of the street. He looked dazed, confused, but ready. In an instant, that same blast of air returned, swarming Ultron like a whirlwind of silver and blue. The AI was picked off the ground, slammed against the stream of silver, and back into the street. As he stood, the stream shot straight for him, severing his lower right arm as it passed.

Ultron spun as the stream made its pass, his eyes watching his arm impact the gravel. Rainbow watched it, too. The blade on the severed arm's forearm glowed faintly before dimming to a bland black. The electricity around it died as well, leaving just Ultron with three arms remaining, Rainbow Dash resting on her rump and clutching her throat, and Pietro Maximoff slowing to a halt directly in front of Ultron.

Both Dash and Ultron turned their gazes onto him, only one of them managing a weak gasp.

Pietro breathed softly, sparingly. His sweaty hair stuck to his forehead. His eyes shifted quickly to Rainbow before returning to Ultron.

He growled, "Don't touch me again."

Pietro managed a weak smirk. Ultron turned to his severed arm lying a few feet in front of him.

"You know," Ultron began, "it was never my intention to hurt you or Wanda. You were always there when I needed you… _I_ was always there when you needed me. We all believed in fighting for the same cause. We can still make things right."

Pietro frowned. "I'll pass," he muttered.

"After all of this, you still don't understand—"

"I understand plenty," Pietro interrupted, slowly walking back and forth, observing the towering robotic monstrosity. "You kill others who don't agree with you, slaughter families like they're a hindrance, and lie to get your way. I understand who you are. You're a madman."

Ultron looked away like he was just slapped. As he turned and stared at the gravel by Dash's hooves, he asked slowly, very suddenly, "And the Avengers…?" Pietro made no sudden movements, his gaze trained on Ultron.

He looked up and asked, "Do you understand them, what they stand for? Who they _truly_ are?"

It took a while for Pietro to actually answer back. He thought back to the cold nights in a deep, dark cave in the middle of some frozen Hell. He remembered the cackles of the fire dying slowly, the cries of the night creatures returning to hunt. He remembered his little sister curling up next to him to keep warm, her whispers turning to silent breaths as the nightmares finally ceased, her brother's arms wrapping around her.

Back then, holding Wanda and staring into the dying flame, he wondered if anyone else was still alive. If they were, were they even looking for them? How would they find them in big, open world? They wouldn't. For the longest time, Pietro convinced himself they would never be found, that the Avengers would abandon them like everyone else had.

That they would be on their own…once again.

As his pacing slowed to a stop, Rainbow Dash remained silent on the sidelines, watching the two talk, listening patiently for the next rebuttal.

"Yeah," Pietro stated, "…I do." Ultron eyed him carefully, the ash raining around them, the cries growing faint in the distance. It took a moment, but Pietro continued. "Their job is to make things right again, to keep the world safe from people like you. They make mistakes…"

Ultron blinked.

Pietro narrowed his glare. "We all do. But I'd rather fight with them than die for you."

A gentle exhale of relief escaped Dash, a tiny smile forming on her chapped lips. She turned her eyes back to Ultron to see him slowly shake his head, obviously disagreeing with Pietro's declaration. She followed his eyes, watched as the twin orbs shot downwards to the arm that once belonged to him. The blade that was attached to it…

Ultron slowly, _slowly_ looked back to the Maximoff. "I don't want to kill you," he said.

"That makes one of us," Pietro muttered. He bent forward, sneakers digging into the ground and crushing rocks beneath him. The crackling was heard by Dash, by Ultron, but the two weren't focused on that. Rainbow Dash continued to stare into Ultron's eyes, his focus, and where he trained them.

The blade on the severed arm. Ultron slowly looked up once more.

"Pietro…please." When he spoke, it sounded as if he begged. "Think of Wanda…"

That was it.

"Don't you dare!"

And then Quicksilver was off, disappearing in a stream of blue.

Ultron's fist glowed the same color.

In a matter of milliseconds, even with Rainbow's instincts, she could have never said it in time. All she saw was Ultron fling up his right arm, his severed limb flying upwards.

The sound of flesh slicing open.

"_No_!"

She could have _never_ said it in time.

Trails of dust and pebbles skidded past the young man's feet as he stopped so suddenly. The dust hit Ultron's expressionless face, his eyes burning through it, staring at the Maximoff's staggering expression. Pietro's eyes shot open, his jaw dangling in disbelief. It was if he was frozen in time and couldn't move, the pain faint and distant, present and notable. He couldn't bring himself to look…

He couldn't…

The power surrounding Ultron's fist died. His severed arm slid down before hitting the gravel, the blade painted red.

Pietro's right arm shot down and shielded his wound, as if anticipating another strike. Except there was none. He stumbled forward, knees buckling, breathing hollow and forced. Blood flowed from his palm, down his stomach, and finally into the street where he fell.

And Ultron watched. Without a word. He watched as Pietro fell to his knees and did nothing more. His back hit the street with a faint _thump_.

Then he turned and flew away.

Not a word.

Rainbow didn't even watch him leave. She didn't care where he went off to, planned to accomplish, or what. She flew in a straight panic to the prone Maximoff, terror clear in her eyes, hooves pushed against the small but evident hole beneath his sternum. Blood flowed outwards upon her touch, escaping through Pietro's fingers and her hooves.

"Oh, no, no, no, no, no…" she whispered, dismay flowing through her tongue and mixing with her stuttering gasps. She didn't know much about wounds so deep, other than to apply pressure. So, she did, and felt the crimson fluid escape despite her efforts. She gagged. It hadn't been the first time she had seen blood, but the quantity of it could've made anypony's stomach flip.

Her eyes were so focused on the hole below his chest that she disregarded his face, and the eyes that turned to her.

"Rainbow…"

The voice was in pain. Clearly. Rainbow's eyes hardened, trying desperately not to grow wet. They burned in the ash-ridden landscape that was once Canterlot, and as she kept her hooves pressed deep in the bloody wound, Rainbow turned to him. She was trying so desperately to keep him alive that she almost forgot who it was. Who had risked his life to stop Ultron. Who had saved her.

"Pietro…"

The Maximoff exhaled, coughing up droplets of blood that leaked onto his chin. He breathed in sharply, muttering weakly, "Get Wanda…tell her I'm…I'm sorry…"

She was almost too shell-shocked to form a coherent response, but she tried. Tried so hard to remain focused on calm. It came out bad. "What do you mean? You're not…you're not leaving. Come on, Pietro! You…y-you and I…w-we have to finish our race! Yeah, s-so y-you…you can't…

Pietro stared at her, his sullen eyes burning.

Rainbow tightened her jaw, her teeth grinding against each other. She raised her bloody hooves, pressed them against his chest, and barely managed to speak.

"…You can't die on me now."

He coughed again and breathed, and Pietro Maximoff smiled.

"Race? _Heh_…I sure as hell didn't make it easy."

A smile that didn't last. A final breath that was never taken.

Rainbow Dash stood there. She raised her hooves and let them hit concrete, slowly backing away. "Pietro…?" she whispered, as if by some dying chance he'll respond and tell her he was still there.

"Pietro… P…"

She fell back and sat down. Freshness boiled in her eyes, threatening to release. Rainbow rubbed her face with both hooves. When she lowered them, she saw the smothered red painted into her coat, the same red dripping into the street below.

The same red that killed Canterlot.

"…Pietro."

Wanda Maximoff stopped.

As the world around her was silenced, a pain tore through her shirt and chest, piercing her heart and cutting it in half. The pain was excruciating, the worst she had felt in her life. As if a part of her was gone, a piece that could never be replaced.

Realization struck. The piece…

Wanda's jaw fell as a scream so profound escaped her heart and soul. The severity of the war meant nothing to her as her world was torn from her, taken unjustly, and leaving her abandoned. Like before. Except this time she didn't have anyone to hold her.

She fell to her knees, screaming a heartbroken cry as the world fell apart around her. Her world, and the one she stood on was torn apart. The magic that plagued her dug into the earth, into the city of Canterlot, and killed it.


	61. The Arms of Another

It had been far too long since the King of Asgard had seen the face of combat. As he drove his spear into the heart of the serpent-like beast slithering its way through the dead grass towards him, the rust that plagued his bones and muscles began to fade.

It had been far too long, but it mattered little to Odin. The foul creatures that stormed through the valleys of Equestria's landscape were no match to the combined forces of Asgard's finest warriors. There were losses—as expected—but for every man that fell to Hel's demons, ten of the enemy army would fall to their knees.

Many died that day. Many more would join them.

The serpent crumbled in Odin's grasp, and as he flung the beast into the barren road in front of him, he stopped. The likes of Fandral, Hogun, Volstagg, and even Lady Sif paid no heed to the commotion behind their backs. Their attention was forward, straight into the heat of the conflict. But with the short moment of clarity, the King of Asgard spun around.

He brought up his eye, his neck leaning back to gaze upon the city on the mountain. To his horror, he watched as an unknown force shook the city, buildings toppling over and large chunks of the mountain rolling downwards. Right for them.

Odin was quick to order an immediate scatter of his men, but not before taking one glance at the mountain. The city that crumbled.

Then he heard the single, powerful scream that came from it.

Not many things could stop Captain America in his tracks. When he was fighting, when everything was on the line, he was focused solely on the battle ahead, spotting possible weak points of the enemy, and delivering a decisive and obtainable victory. When everything relied on him and his team, he couldn't afford to stop.

But the scream did. It was the first thing that stopped Captain America from pushing forward.

The second thing was the tremor. Following it quickly were several, more severe tremors shaking the streets and tossing weakened buildings to the ground in a cloud of dust and smoke.

The final thing that stopped Captain America was the red mist coiling around his legs.

"Wanda!" the Captain yelled, backing away from the serpent-like mist trailing him. "Wanda, what are you doing?! Attack _them_! Attack the ene—!"

But as he turned to face her, he was met with a sight that nearly shattered his heart. As if the scream wasn't painful enough, Wanda Maximoff had fallen to her knees, tears streaking down her face and mixing with the black soot that painted her cheeks. All around her, her magic spread like a fog, but unnatural in every way.

The red streams of magic tore through the street, shot outwards in jagged directions, completely uncontrolled, and pulsated like a machine. Like a beast. With every cry, every ragged breath of air she took in, her magic intensified with the pain she felt in her heart. Captain America brought up his shield as a bolt of Wanda's powers shot over to him, flinging him like a ragdoll across the street.

Everyone was quick to take notice to the sudden change of atmosphere, and the even more sudden change of their environment. The Avengers that remained grounded felt the power of the earthquake rumble beneath their feet, while those up above simply watched as Wanda's magic tore through the street and spread like a cloud of toxic gas, moving at speeds that seemed unreal.

Tony Stark noticed it rather suddenly. While remaining airborne—albeit stuttering as he did so—he observed the fight below him, left arm outstretched, palm glowing bright. He only lowered his defenses the moment he saw Ultron's forces be consumed by the red haze, their bodies being torn apart by the twisted magic.

As he brought his arm down, he took in the remainder of his surroundings. The fight that had destroyed the entire street they stood on now turned to their favor. What could now be described as Wanda's magic the longer he analyzed it spread like the virus it was and infected the remainder of Ultron's army. Demons halted in their advance once the magic dove into them, coughing up blood as their insides were ripped apart. Sentries were either shredded or fell out of the sky, filling the street with countless bodies.

"Hey!" Stark yelled, swerving to the side as a stream of red missed him by inches, instead impaling the sentry behind Tony. "Watch it!" He turned his attention back to the ground.

Below him, the remainder of his team stood scattered, shaking (due to the tremors), confused, and worried. Mostly Nat and Vision. Others like Barton, Rhodey, Wilson, Banner, Thor, and Rogers still couldn't stand very well, but they damn sure didn't seem that worried. Just confused. Confused as to why Wanda's magic was currently tearing apart the street.

Others like Twilight, Rarity, Applejack, Pinkie, Fluttershy, Spike, Shining Armor, and Starlight represented all of the above.

None of them were fighting. They didn't fight because they didn't need to anymore. While it was comforting, the leisure would definitely have to wait. Everyone and everypony had kept their eyes trained on the screaming young woman, her power that was flowing through the street like rivers of red, and that same power nearly hitting them.

They saw what it did to Ultron's army. Most of them felt that power firsthand. They sure as hell didn't want to feel that again.

Another pulse of magic shot out from the Maximoff as she continued to scream, hands raised to her head as she slouched forward. That single pulse shot out like a wave similar to the ones Twilight had concocted earlier, accept instead of protecting her friends it pretty much annihilated anything that got too close.

Luckily, they weren't too close.

The pulse was short, but grew every time she released another cry. The ponies and Avengers were quick to back away, the concrete ahead of them burning to a black crisp with each wave washing over it. Twilight shot her eyes away from Spike abandoning his rifle and clutching onto Rarity and turned her attention to the street. As a wave passed over, small cracks would emerge, growing larger each time. And each time the ground would split, chunks of cement shooting upwards.

They all kept backing away.

Stark remained in the air. He eyed the road ahead, yelling, "I can't see any more of Ultron's baddies! Wanda, you're holding them back!" He turned his head to the sky, watching as her magic shot from one sentry to the other, from one demon to the next, killing them all. "Why didn't you do that earlier?"

All they heard were the small whimpers.

Tony looked back, saw as his team and Twilight's friends all stared at the young woman resting on her knees. She was shivering, muttering something incoherent, hands pressed firmly against her head. Stark hovered closer to the ground, landed next to Steve and Clint, and stood behind Twilight.

"Wanda…?"

Then the screaming.

Much more powerful and heartbroken than before. It was so strong that her magic shot out like jagged branches from a tree, forcing the Avengers and mares to leap out of the way. Another pulse followed, singing the road just feet from where Twilight had landed. She teleported back, gazed longingly with hurt in her eyes at the Maximoff twin.

She turned back to the road, noticed it break apart into even larger pieces of cement.

"Wanda! You have to stop!" Twilight cried, her voice drowned out by Wanda's trembling.

Captain Rogers looked up from where he lay. His eyes shifted from Twilight and then to Wanda. "What's going on, Twilight?" asked Steve.

Twilight shot her eyes over to the prone Captain, her mane flowing wildly in the sudden breeze. "She's gonna tear apart Canterlot at this rate!" she screamed, eyes widening. She pointed her hoof up to the sky. "_Look_!"

Many turned to see what the princess was pointing to. To their wild surprise—both Avenger and pony alike—they watched as red tentacles emerged from the earth, dove right through the windows of a nearby tower, and quickly brought it to the ground. The same occurred to the building next to it, followed quickly by numerous others not even in their vicinity. The Avengers spun madly to observe the skies, seeing as sentries continued to be torn from the mighty towers of red that rose from Canterlot.

Like a massive beast from the seas, its tentacles rose up and struck down whatever was unfortunate enough to be flying by. Wanda's magic was the tentacles. She was the beast. Not only were sentries dropping by the hundreds, beasts of Tartarus that controlled the skies following suit, but S.H.I.E.L.D. forces were caught.

The Avengers watched as a S.H.I.E.L.D. helicopter was yanked free from its path and thrown down like it weighed nothing. The helicopter spun out of control, impacting the gardens in an explosion of yellow and orange, its blades flying to impact a burning tree.

Tony nodded. "Right, I can see how that's bad. Alright, Hulk, you're up!"

Hulk smashed his fists into the earth before charging forward straight into the madness. The group turned to watch, only to watch as he failed. Hulk managed to push against the first pulse, but as he dug deeper it became increasingly difficult to move forward. Streams of Wanda's magic ripped apart the ground Hulk dug into, the remaining power pushing him backwards. It was only until Wanda released another cry did the pulse launch Banner back, causing the group to leap out of the way.

The fresh pulse overcame the Quinjet, completely vaporizing the side of it and leaving Maria Hill exposed to the outside world. Her feet nearly scraped the ground as a portion of her chair burned to ash. She looked up, eyes widening at the sight of Wanda's chest expanding.

Another cry. Another pulse. The strongest yet. Maria shielded her eyes as the pulse filled her vision, blocked by a large shadow looming over her. As she felt the heat burn away the remaining Quinjet, she was caught before she could fall. Looking up as the pulse ended, leaving only strands of red mist hanging in the air, she saw the red android staring down at her.

Vision quickly escaped before Wanda could release another cry, Hill in his arms. The two arrived with the rest of the team, Captain America stumbling forward.

"Wanda! Listen to me, you _have_ to stop!" Steve yelled as loud as he could. She didn't even listen. Just screamed, whimpered, and screamed again. "_Wanda_!"

Vision aided Maria to stand. Luckily, both Barton and Romanoff came to her and held her up, an arm around each of their shoulders. "It will not help, Captain Rogers," Vision said, his sullen gaze slowly turning back to Wanda tearing apart the earth around her. "She is…unstable. Even I could barely remain close for long."

"What do you suggest we do?" Sam asked, backing away with each pulse.

Steve Rogers slowly eyed Wanda. He nodded, though he didn't seem quite certain on his decision. "We can't help her. Until she cools off we need to get as many ponies out of the city as we can. At the rate Wanda is tearing apart Canterlot…we won't be grounded for long."

"We still need to find Rainbow Dash!" Pinkie shouted, hopping upwards. Many of her friends nodded and voiced in agreement, even Starlight grudgingly.

Natasha nodded, turning to Steve. "Don't forget the other Maximoff."

Steve nodded back. "We go for them first."

Rhodes remained silent, eyeing the Maximoff with worry in his eyes, though it was hard to tell with the mask covering his face. "And what if she _doesn't_ cool off?" he asked.

Steve was about to answer, but a flash from above interrupted and damn near blinded him. On cue, Discord appeared out of the flash, saying, "Oh, Ms. Maximoff will! Just leave it up to your friendly neighborhood Spirit of Chaos to save the day per the norm!"

It was as if he was waiting for that moment to become prevalent again, stealing the spotlight that once shined on Captain America. It returned shortly—thank God—and Steve asked, "Are you sure you can handle it?"

Discord cracked his neck while hovering in mid-air. "Nothing a little chaos to help stem the tide." He cracked his knuckles, sending a lightning bolt from his fingers into the road where Spike stood. The dragon yelped in fear, clutching onto Rarity for dear life.

Everyone turned to him, humorless expressions all around. Discord turned from his claw and to the group below him, his smile shifting innocently. "I'll figure something out! Now go, don't waste any more time than you need to!"

Sam came up to Steve's side, whispering, "I don't know what…_that_ is…but you sure we can trust him?" He pointed to Discord currently performing aerobics above everyone's head.

"What other choice do we have?" Steve asked.

"Captain Rogers!"

Though it was directed towards him, everyone turned to eye the Vision curiously. He only stared up, his cape flowing behind him, worry and fear clearly evident in his robotic eyes. It was a rare sight. That alone convinced everyone to turn their noses to the sky. They followed his gaze, truly understanding what could have made even Vision show fear.

The Witch's magic crawled towards the clouds…straight for the Helicarrier.

"Help her, Discord!" The draconequus paused in the middle of his routine stretches to stare down quizzically at the Captain. "_Now_!" he ordered, turning to the rest of his team. "Come on!"

With that, the remaining Avengers followed behind Captain America. Tony, Thor, Vision, James, and Sam followed without a word. Clint adjusted himself so he was carrying Hill instead of Natasha helping. Behind the Widow, Twilight and her friends took off at a powerful gallop, each one of them screaming Rainbow Dash's name. Shining Armor was quick to follow them.

Discord touched down, watching as they left him. However, to his surprise, he could see Fluttershy stop, spin around, and stare at him. Before he could wave, she shot over to him with surprising speeds and latched her hooves around his skinny abdomen.

"Good luck," she whispered through the hug.

He stood dumbfounded, not nearly having enough time to return the mare's hug before she broke off and caught up with the rest of her friends, screaming that same name over and over.

"Rainbow Dash!"

"Rainbow! If ya can hear us, say somethin'!"

"Oh, Rainbow! _Yoo-hoo_!"

Discord stood there, his claw rising to rub his beard in thought. He pointed to each mare's disappearing form, each finger rising from his paw with each pony he counted. "One, two, three, four, five, six, and one baby dragon… Who am I missing?"

A light bulb appeared over his skull, quickly dying as he shouted, "Ah! Yes, of course, the speed demon herself." He paused, tapping his chin. Chunks of the street began to rise wrapped in Wanda's magical embrace, each piece larger than the last. "Huh. If they wanted to know where Rainbow Dash was they could've just asked me."

He snapped his talons, a small portal appearing to his left. Reaching to his face, he plucked out his eyeball and shoved it in the portal. Discord smiled in victory. Below him, he could Rainbow Dash fully alive and healthy, somewhere around downtown if what he could recollect. She sat in the middle of the street, a bloody blade attached to an arm resting behind her, and…

And…

"Wait," Discord paused, his brow furrowing. "What's this?" He pushed deeper, his eyeball widening. Rainbow Dash sat near the bloody blade, the cement below her painted crimson, and…the other Maximoff. Resting in front of her. Except…he wasn't resting.

He wasn't moving.

Or breathing.

"Oh, my. Oh…no."

He finally turned away and closed the portal the moment he saw the hole right below the Maximoff's chest. Placing his eyeball back into his skull with a sickening sound, Discord looked just about as sick. He watched as Wanda Maximoff's dark magic filled the streets, the winds, and the city itself, destroying every bit of with the pain she felt in her heart.

It was uncontrollable. It wouldn't stop. Not now…

Not unless he filled that pain with something else, something she could believe in.

Discord slowly spun around, eyeing the crying Witch with a known sorrow riddled in his twisted gaze. A sorrow they could both share. With a sigh, he made his approach, stopping only as the next pulse tore through the road, burning mere inches in front of him. As he continued, Wanda's magic pulsed through Canterlot like blood in veins, reaching up and grabbing anyone, ripping them to shreds.

Anyone.

Large pieces of road and building debris continued to float above ground, growing higher as Wanda's magic plagued the skies like a fog falling on Canterlot. Discord paid it no heed as he broke through the dark barrier that separated Wanda from the reality of her power. Once inside, he didn't see the beast tearing apart the city, he didn't see an unstable monster.

He saw her, a girl. A young woman crying her heart out for the brother that would never come back.

Even when he promised…

Discord fell to one knee, gently placing his paw on her shivering shoulder. Wanda stopped hyperventilating, her hands slowly lowering from her face. Through blurred vision stained by tears, she watched the strange creature stare at her with eyes almost as painful as her own, nearly burning. It wasn't her magic that made them burn, but something else. Something similar.

It took her a while to realize that her magic wasn't harming him. But it didn't take long for her to register the hug that followed.

It was soft, yet strong. Comforting, the kind that Pietro…

…Exactly like the kind that Pietro had mastered, the kind only a brother could do.

She didn't know how the strange creature managed to mimic her brother's exact embrace, but she didn't care. Wanda cried even louder, her magic digging into the earth and ripping out the street. As she felt her heart breaking, the creature leaned in and whispered into her ear. What he said, the way he said, it made her catch her breath, her crying halted.

"I'm sorry."

He said it in his voice. Exactly as Pietro would say it as he held her.

The barrier shattered, her magic fading and dying. Whatever was left fell and impacted Canterlot, but Wanda didn't even watch. The forces that demolished buildings, tore apart legions of sentries and demons simply vanished. She rested her head in the creature's chest, heard his heart pump slowly, and wrapped her arms around him. And she didn't care.

Wanda _really_ didn't care who it was or what it was. She just heard and felt her brother.

"I'm sorry…" she whispered. "I'm so sorry."

All around them, large chunks of earth and fallen foes impacted the ground, not one piece touching them. Not one.


	62. Starlight,StarBright,First Star I Saved

.Not a word.

He could not form one. Not a sentence, not a coherent thought, nothing. All he could do was see the look in the child's eyes, the short moment of agony, then nothing. Silence, maybe. Quiet. It was constant, the same gasp of air taken the moment the blade pierced his skin and tore through precious internal organs.

Again, again, and again. Nothing more. It just kept happening. He saw nothing else but the images and the pain in the child's eyes. That is why he could not speak. He could not form any type of coherent message to the world as he had before. Not a word.

But he could fly away. Yes, yes he could. It's what seemed logical to the situation. He'll let his army below finish his work while he kept flying. Kept seeing the pain in the boy's eyes. The loss of the boy who was different. Obviously to many, but to him…he was different in another light, not just because of his abilities. The way he saw the world, the ones who did him wrong, the child shared the same feelings as he had.

And now he was gone…because he betrayed himself.

"_You're a madman."_

Ultron stopped despite his own actions. Be it some cosmic entity or a force he had not known, he remained frozen in mid-air. It was not the first time he heard voices in his head, and it wasn't the first time he had pushed them aside as mere annoyances. However, for the first time, this was not the voices as before…

He knew it.

With a distasteful growl, Ultron turned his gaze downwards, his vision covered with red and black, watching his armies get torn to shreds below him. Torn to shreds. A red flow of magic coursed through the burning city below him like rivers in a forest. It was as a fog, consuming everything and everyone that failed to escape. Human, pony, sentry, demon. Once alive, now dead.

Pity. But it must happen.

"_The Avengers… They were right. You're insane."_

Ultron continued to stare into his work of art below. His own child. Like many more to come.

"_The pain and suffering you've felt will consume everything that you are."_

"_Everything you know, everything you believe in, will come crumbling down."_

"_How do you know you've taken too much before it finally crushes you?"_

Ultron felt very tired. He—

…No.

_No_.

He doesn't _get_ tired. He doesn't _feel_ weary. He should _not_. The three arms that remained on his body, all three palms came together to press against Ultron's head. Pressing harder. Claws digging. As he struggled, growling silently, the screams from below finally surfaced. Every cry assaulted him, every painful shriek tore through his metal skin.

And he felt it.

"No…" he muttered, voice shaking, eyes melting.

"_This guy really is nuts."_

More voices. Each one different and far worse than the last.

"_Look into what remains of your heart and you can see that this is not the way."_

"_No other force on this planet will convince you otherwise, but listen to me when I say…it's not even worth it."_

"_You're wrong, Ultron."_

"No… No, I can't be…"

He looked up, stared at nothing. "…Wrong."

"_Peace in our time."_

Stark. His voice pestered him so. The man who created him, who gave him his identity haunted him. Expected, but unwelcome. Hearing him out of all the others brought forth a familiar passion he still held true. There was going to be peace in this time. One way or another, no matter who got in his way, no matter how many should fall, there was going to be peace.

Equus will be saved. Ultron will return to Earth. He will save it, as well.

He will.

He was born to that destiny.

"_**Tirek's too far gone now. You will never return home."**_

Ultron ignored the familiar voice. "Peace in our…"

"_**Now... I will take back what is so rightfully mine."**_

He suddenly paused, eyes leaking black tears frozen on his child below. "You can't," Ultron whispered.

"_**I WILL!"**_

The magic took a dark turn. Still staring, frozen in his own twisted delusion, Ultron could not move as the red fog shot out like tendrils and consumed him. He howled in pain, the magic ripping him apart from the inside. His body erupted, chest exploding, arms and legs bursting as the magic impaled him again and again.

The pain was unheard of. Throughout the torment, slashing about like a crazed animal, visions soared throughout his mind. None revealed any sort of pleasantries. None showed of what Ultron would accomplish. Not even a smoldering pile of rubble and ash of what once was.

Just black. Silence and darkness. Death.

Future.

It continued on for eternity…and then it halted. The magic faded to nothing, completely disappearing from the city below. Ultron remained where he was, his blank stare looking up into the clouds, mouth dangling open, but no longer dripping black. The last third arm shriveled away like dust, leaving Ultron as he once was.

The power that flowed through him no longer existed. It too…faded.

"No…"

And so his world fell down despite his control. Broken, torn, hurt, and so forth, he plummeted like a rock down to Canterlot, his fallen army joining him. The AI crashed, he knew not where, amongst the piles of dead within the capital city of Equestria.

"Rainbow Dash!" Rarity called out, stumbling forth into the dead street ahead of her. Other than the sight of Tony Stark, Thor, Vision, and Rhodes flying over her head or the remainder of the Avengers rushing past her, searching every square inch of the streets, there was nopony else.

Very odd considering the entirety of Canterlot was a warzone no more than a few minutes ago. Despite such—each one of her friends and Starlight Glimmer pushing ahead—Rarity huffed in agitation and stamped her hoof in the concrete.

"Oh, where could that mare be?" she asked nopony in particular.

She had no time to ponder further when an orange blur knocked her flat on her back, screaming, "Rarity, _watch out_!"

The sudden loss of oxygen and the screaming pain in her back was immediately forgotten as a tower of stone slammed into the street where the unicorn once stood. Applejack quickly got off the dazed mare and helped her back to all four hooves. As the slab of concrete and stone crumbled into mere fragments, everypony spun towards the commotion.

The Avengers followed. Captain America, Black Widow, Hawkeye (carrying Maria Hill), and even the Hulk all spun around to eye the scene behind them. Falcon was with them, right by the Captain's side. A second eruption came from the right, earning the entire group's interests. There, they saw yet another massive chunk of Canterlot crash down into a near building, spewing stone, brick, and glass across the street as it came tumbling down in a cloud of smoke.

It wasn't over. Not by a long shot.

Captain America shot his eyes skyward. He saw as Wanda's magic that once compelled and controlled pieces of broken street and massive chunks of earth completely disappeared. More like dissipated into nothing, because the moment they did those portions of Canterlot came falling down.

Right where they stood.

"Oh, God, _move_!" Steve ordered, sprinting down the street with Natasha and Barton hot on his trail. Falcon was with him. Banner followed too, snarling at the pieces of Canterlot falling near him. Without a word, each mare's expression mirrored the other, their feelings all mutual. Terrified. They spun around and took off after the Avengers, dodging and weaving out of the way of the falling debris.

Spike clung onto Pinkie for dear life as she came up next to the Captain, halting once a large slab of concrete landed in front of him. Steve weaved to the side of it and pressed down on his comms, yelling, "Stark, we need you and the others to clear out the skies!"

"_Working on it!"_ he replied instantly. Shooting his eyes up, Steve watched as Tony and James did their best to blow apart the falling concrete. They succeeded in destroying the smaller pieces, but the larger, mountain-like chunks of the city were too big, even for them.

Vision and Thor dealt with those. Ramming his hammer into the nearest chunk, Thor burst through the remaining fragments raining down on Twilight and her friends. As for Twilight, she shot her head back and forth, up and down, anywhere and everywhere. Still no sign of Rainbow Dash.

"Rainbow! Where are you?!" Pinkie Pie screamed, Spike bouncing ridiculously on her back.

"I don't get it!" Twilight exclaimed. "We're nearly at the edge of the city and still no sign of—!"

"_Look out_!"

Her older brother's voice came to her, but not nearly fast enough. The moment Twilight heard the crash she knew it was already too late.

A slab of road landed in front of them, one that Thor and Vision managed to miss, blocking off their path. Twilight shot her head to the left, eyes growing wide to see yet another massive piece of rubble crash into the tower she stared at. Both the rubble and tower screeched as they fell apart, the remains heading right for them.

Too fast.

"Girls! Get together!" Twilight yelled. Pinkie Pie, Applejack, Rarity, Fluttershy, and Starlight replied without question. Spike shielded his head as the portion of the tower collapsed on top of them, but was surprised to feel nothing.

He looked up from Pinkie Pie's mane to see each mare pressed firmly downwards and hugging the street, a mixture of violet and light turquoise shimmering down on top of them. Aside from the near-pitch blackness courtesy of the tower's remains, Twilight and Starlight managed to create a protective shield over them, their magic mixing together.

Though they both definitely struggled. Spike noticed the sweat dripping down Starlight's forehead, the cry of protest escaping Twilight.

"T-Twilight!" Spike called, claw held out to her.

"Don't worry, Spike," Twilight assured, her forelegs shaking. "I… _We_ can hold it."

Starlight growled, teeth clenched in clear signs of struggle. "Not for long," she grumbled, shooting her eyes over to the edge of the protective bubble. Both Rarity and Fluttershy turned their heads to that direction, surprised to see the rubble clearing away and creating a sufficient tunnel out of Starlight's and Twilight's magic.

Once cleared, they saw light. Not much, but definitely more than the darkness within the rubble. Their way out.

"Go! We'll hold it for now!" Starlight commanded, veins popping out of her neck.

Rarity and Fluttershy turned their heads back to the two holding the shield. "But what about—?" Rarity began, silenced by the voices coming from the outside.

"Twilight! Girls! Where are you?!"

"They're trapped! We gotta get them out!"

Easily the Captain's voice, followed quickly by Shining Armor's. Applejack crouched closer to the tunnel Starlight and Twilight crafted, shouting, "It's alright! We're comin' out now!" Applejack spun back around to both Twilight and Glimmer, eyes wondering, waiting for approval.

Starlight nodded her forward. "_Go_!"

Applejack, Fluttershy, Rarity, Pinkie, and Spike all turned to Twilight. She simply nodded. With that given, Applejack led the way—almost crawling—through the makeshift tunnel. Fluttershy followed with Rarity and Pinkie behind her. Spike had hopped off not too long ago and joined the mares in their escape through the magical tunnel, allowing them to safely traverse out of the rubble.

Just as Spike exited, right before she and Twilight cut off the magic around the tunnel of rubble, they heard that same, horrid sound again. The screeching, the resistance of metal against brick and glass. Of course, the cries from her friends were also a dead giveaway.

"Twilight, the rest of the building is going to collapse! Get out of there!"

Shining's voice screamed, "She's still in there?!"

Then the tunnel shut, several screams erupting from beyond the rubble.

That just left both Twilight Sparkle and Starlight Glimmer sustaining the protective shield mere inches above their heads, the weight of half a building resting on top of them, threatening to crush them if they gave way just a bit. Twilight tried to move, to try to do anything, but nothing helped her hold the shield other than just standing there and applying the same amount of force into the spell as she could.

Other than that, she was trapped.

Starlight grimaced in pain, basically the same thought rushing through her mind purely running on instinct at that point. "Go on!" she hissed. "Teleport out of here!"

"I can't! I…I don't have a clear line of sight!" Twilight said weakly, her own body giving away to the intense weight and pressure.

Starlight wanted to smack herself for not remembering common knowledge on teleportation, but decided against it lest her body gave out on her. "Yeah, that's true," she mumbled. As the two stood there for a few seconds more, Starlight realized that they really didn't have all the time in the world at the moment.

Her eyes shifted from Twilight's burning horn to the shield of two colors above her head. "Okay, I have an idea. Charge up a spell and on three you release it. I'll do the same and maybe we can blow this debris off of us."

"Are you sure that'll work?" Twilight asked.

Starlight nearly crumbled as fresh piles of building debris fell on top of them. She hissed, "_What other choice do we have, Sparkle_?! _Just do it_!"

Just as a jagged crack appeared between the two mares, streams of sweat poured from Twilight's face as several different expressions of pain and concentration formed in her wrinkles. Her horn glowed as bright as a shimmering star, Starlight's following the same.

"Okay…one…two…"

Starlight's ear twitched at the sound of crumbling steel and brick.

"…_three_!"

Both mares screamed as their individual spells joined together and—with thankfully enough energy and power—blew apart the massive amounts of rubble that trapped them. Twilight and Starlight stood shaking, breathing heavily, sweat pouring like rain from their brows. But well alive, fresh out in the open with piles of building debris surrounding them.

Which reminded her…

"_Twilight_!" several, individual voices cried out, all completely muffled at the familiar, terrible sound.

Both Twilight and Starlight shot their heads up like agitated dogs to the sound. Directly above them, their eyes grew ten sizes too big at the sight of the building tipping towards them, the remainder of what had originally trapped them in the first place. Its dark shadow completely fell upon them, the princess spreading her wings, horn glowing and ready for action.

Only to feel herself be plucked off the earth and flung aside.

Twilight screamed as she was tossed out of the debris like she weighed nothing, crashing and tumbling into a group of shivering, crying ponies and one baby dragon. Disregarding them for a moment, Twilight's eyes washed across the street, a massive crack separating her and friends from the pile of building rubble.

And from where she lay, there was Starlight Glimmer staring at her, her horn's magic dying.

Twilight gasped, then looked down to see the light turquoise aura vanish from her body.

She turned back to Starlight, watched as she gazed upwards one final time before her horn lit up. Then the building fell and covered her.

The large crack from earlier increased in size as the building connected to the street, spewing a massive dust cloud. That wasn't all. A tremor so powerful that it shook even the remaining buildings spread through the street, each mare stumbling over one another as they tried to stand. And Twilight watched as the ground ahead of her ripped upwards.

As concrete shattered and buildings collapsed forward, the street just ahead of the five mares and baby dragon broke off from the rest of Canterlot. It rose higher and higher, eventually sinking down and disappearing. The sound was horrific, as if a mountain had split in half. It seemed to be, each mare rushing forward to see the crumbled wreckage of the street and the buildings that occupied it fall farther and farther down the mountain.

And finally come to a rest at the bottom.

Lost in a cloud of smoke and dust.

Tony Stark landed behind them. James and Vision joined him, followed quickly by Captain America and the remaining Avengers. Shining Armor quickly stopped next to Twilight, his hoof held out to her, but yielding halfway. Other than a chunk of Canterlot's edge missing, all six of them seemed to be alright, not too many injuries to worry about.

That's when it occurred to them.

Six. There was Pinkie Pie, Rarity, Applejack, Fluttershy, Spike, and Twilight, all present, all alive, all staring downwards into the scorched lands torn by war, to what remained of the chunk of the city resting below the mountain. Silence plagued them, the shock of what had occurred keeping each pony in a state of disbelief.

In that silence came a haunting message. Many received it with ill will, bitterness belittling them to the point of silence themselves. For Steve Rogers, he took the loss as he would any other, with a silent prayer and his eyes gently closed. As for Tony…

Last time Tony had checked…the last _any_ of them had checked they had _seven_ other companions, eight if you count the cyan Pegasus they were rescuing. He didn't need to look over each of the ponies again to realize who was missing, but he did stop on Twilight. Her slouched expression, droopy wings and ears. Silence infecting her.

But still alive.

He once told himself he wouldn't care if it were anypony else who died. As long as Twilight and her friends were still alive, that's all that mattered.

He didn't know anymore. As for Twilight…

All she knew was that Starlight Glimmer saved her life.


	63. Heroes Fall

Rainbow Dash sat down. _Hard_.

Chest heaving in and out, body shaking like a dying tree in the dead of winter, Rainbow Dash wiped her eyes with a foreleg. She knew why they kept burning, she just didn't want to think about it. But there it was constantly, lying in front of her in a crimson mess, a constant reminder to her failure.

Of how she wasn't fast enough. Because of her, he was gone.

Not even the strenuous push through Canterlot hurt her as much as the realization constantly plaguing her. As if the crimson mess—that's all she really could see at that point—wasn't horrible enough, the throbbing pain in her bones and muscles also provided a helpful reminder. Her teeth, as well, ached from biting down on the young man's collar.

She dragged his body through the torn and burning streets. She needed to show the others what happened, tell them the absolute truth. It was the least she could do.

Rainbow took what little moment of clarity she had to eye the skies above her. Dark, swirling vortexes of black and red infected the clouds, still blocking out the sun and cutting off all natural sunlight from entering. Towers of smoke rose higher than the tallest buildings in Canterlot, a disheartening darkness still remaining in the city.

Surprisingly enough, nothing changed.

Except…

Rainbow squinted. "Huh?" she muttered, though weakly. She shivered absentmindedly at the sight above her. They looked like airships, but floated oddly, their exteriors covered in some kind of twisted, snake-like force of red. It reminded Dash of Wanda's magic, the red streams rising even higher than the towers of smoke.

With each stream, they either shot out and struck Ultron's forces in the sky, or they carried something. Something big, something that definitely wasn't an airship. She counted ten, then twenty, then so much more. Soon enough, the entire sky was filled with torn bodies and chunks of the city. And surprisingly enough, something did change.

The dark magic suddenly halted. Then vanished. Then everything fell down.

"Oh, you gotta be kidding!" Rainbow huffed under her breath, eyes widening at the sight of the dead bodies and pieces of earth and building crashing back to the ground. A few chunks of street landed dangerously close to her left and right, prompting the Pegasus to get off her rump and act.

Biting down on his shirt collar once more, Rainbow Dash pulled with all of her might, a much-needed burst of adrenaline aiding her. Her wings flapped madly, helping the mare drag his body faster down the street. Each time she grunted, another object would crash, either in the street or in the buildings to her left and right. And each time Rainbow Dash flinched back, tripped over herself, then got back up.

She had no idea where she was going, all she knew was to get out of there as fast as possible. Part of her wanted to just leave the body. She told that part of her to stuff it where the sun didn't shine.

Dash's eyes shot open. She saw as a huge section of road and earth impacted the street merely ten feet ahead of her. Smaller pieces broke off and scattered upon the impact, spewing pebbles and smaller rocks onto the mare and the body she pulled. Rainbow flinched, a terrified sweat streaming from her forehead.

That was far too close. She looked up, saw so many more still falling.

So, she pushed on, dragging the young man's body further and further down the road, but barely getting anywhere that could be qualified as "safe". Even as she dragged her hooves across the gravel, her wings flapping as hard as they could, an unnatural pain filled her bones, halting her muscles. Rainbow forced whatever mental or physical pain that flooded her out of her system, focusing solely on getting to safety.

She wondered where her friends were, what kind of madness they could've gotten themselves into. Maybe Ultron went back for them, maybe the remainder of his army tore them apart, and maybe…just maybe…

Rainbow didn't believe it for a second. These were her friends for pony's sake! The mares could get out of any situation unscathed, and with the Avengers by their side it pretty much guaranteed their safety. Still, she couldn't shake off the horrible feeling that something was amiss. Something never seemed to be right nowadays, and that magic that reminded her so much of Wanda's spell must've had something to do with it.

_Wanda…_

Rainbow Dash stopped. Chunks of city and road impacted her surroundings, spewing slabs of rock across the street and impacting buildings. Slowly, Dash looked down—ignored the crimson hole beneath the chest—and stopped there. Rivers of red flowed from his chiseled jawbone to his chest, rising higher to meet the blank stare of young Pietro Maximoff.

Staring up at nothing. Never truly watching anything again.

Too far gone.

The infected skies of Wanda's magic made sense now. Somehow they did, somehow she did. The bond the siblings had was stronger than Dash imagined…

And she had nopony to blame but herself. If she didn't die in this madness, then Wanda will definitely kill her later.

Perhaps she didn't have to worry about Wanda after all…

A horrible _crash_ of stone, brick, and glass rained from above. Rainbow shot up her gaze, gasping in fright at the size of the destruction heading right for her. Both the tower and chunk of road crumbled as they collided, the aftermath tipping and casting its shadow over the Pegasus.

Dash instinctively flew out of the way, only to pause and realize what she had done. Quickly flying back, Rainbow snatched Pietro's shirt collar with her teeth and began to yank backwards. Even though she managed to drag him quicker than usual, it was no use. The destruction was far too large to escape, the shadow growing darker as it fell closer to the street below.

Rainbow's eyes shifted from Pietro, to the safety of the outside behind her, to the debris falling, and finally back to Pietro. She shut her eyes tight, collar between her teeth, cringing and waiting for the pain to come.

She felt glass hit her back, a few pebbles, but nothing more than that.

_Nothing…?_

No, it wasn't nothing. The hot breath on the back of her neck and growl of anger behind her were more than noticeable.

Rainbow Dash opened one eye, the other slowly following. As expected, the dark shadow remained above her head, but only by a few feet. She looked up, astonished to see a portion of the rubble and the building slowly rise up, struggling grunts building behind her. Dash dropped Pietro's collar, spinning around to see what she expected.

There was Bruce Banner, the Hulk, standing behind her. He roared and lifted the entire building above his head, Dash watching with the wildest expression on her face. He tossed it forward as if it was nothing, all of the rubble crashing into the street ahead of Rainbow into a cloud of dust.

Dash watched the dust cloud. She never was prepared for the swarm of hugs to tackle her.

"Oh, Rainbow! We thought we lost you!" Rarity cried, her hooves wrapped around the struggling Pegasus. The remainder of her friends; Twilight, Applejack, Pinkie, Fluttershy, and Spike all shared in the hug, offering their own testaments to the mare in their grasps.

"Don't _ever_ scare us like that again, Dashie! I _mean it_!" Pinkie screamed, Rainbow's face scrunched between her pink, pudgy hooves.

"Yeah, guys, I missed you too, but—"

"We're so glad you're safe!" Fluttershy offered.

"Guys, you gotta—!"

"Mr. Stark!" Twilight called, eyes gleaming at the sight of Tony flying down with Rhodes, Vision, and Thor behind him. They landed feet behind the group of mares, Twilight approaching him. "We found Rainbow Dash. She's safe. Now, we just need to locate and find the other Maximoff and we'll be on…"

Tony didn't even look at her, nor did he acknowledge her presence. He pushed past the Princess of Friendship like she didn't exist.

"…our…"

Thor, Vision, and Colonel Rhodes followed him, ignoring Twilight. The remaining Avengers; Captain America, Natasha Romanoff, Hulk, Clint Barton, and Sam Wilson all followed without a word. Not one.

"…way."

Twilight spun around, noticing the unnatural silence had spread not only to the Avengers but her friends, as well. She watched as they all circled a certain area near Rainbow Dash. Curious, though with a haunting shiver racing across her coat at the disheartening silence, Twilight slowly trotted forward, joining everyone.

She pushed through Barton's legs. Clint set down Maria after she whispered words of assurance to him. She stumbled at first, Clint holding his hand out to her, but she managed to stand in silence.

Everyone seemed to do that now.

Twilight soon found out why. After quickly regrouping with her friends, she stood in-between Shining Armor and Rarity, the two frozen at what lied ahead of him. Eyes bugging, jaw falling, breathing lost. Twilight fell prey to the same fate at the brutal, bloody sight ahead of her. She caught her breath, hoof rising to cover her mouth, eyes burning in realization.

She knew now why Wanda Maximoff had nearly torn Canterlot in half.

She knew why she cried out with such pain in her voice.

She hadn't noticed him before, but she knew why now.

The Avengers and ponies stared down at what remained. Twilight and her friends, Colonel Rhodes and Sam, all they saw was Pietro Maximoff. The Avengers…

They saw one of their own.

Clint knelt down while everyone else just stared in silence. He pressed his palms onto the young man's filthy chest, his fingers reaching up to press down on the area just underneath his chin, on his neck. Intently, everyone stared, but not Rainbow. She looked away in shame, a heavy frown plastered to her face.

Barton searched for a pulse but found none.

He brought his bloody hands back, slowly looking up to the Captain. His expression was the hardest of them all, eyes a burning red. Clint's expression said it all, told the tale, gave the news that no one wanted. He didn't stop with the Captain just because he knew what happened. He turned to the others, to the mares, at their shell-shocked faces, and slowly stated…

"He's gone."

That's all they needed. A chorus of gasps and cries echoed across the street and torn buildings, every last bit that had risen now fallen, leaving the skies empty. Twilight stood there, slowly looking to Pietro. Then to Rainbow Dash, as if the look in her eyes told her that she needed some sort of explanation. Dash wasn't even looking at her.

Fluttershy let loose the tears, leaning onto Rainbow for comfort. Dash nuzzled her without even thinking about it, her gaze returning to the young man who had saved her life.

Without even thinking about it, she felt the tears slip down her cheek.

Stark's expression was unknown behind the mask. That's why he allowed it to slide backwards, revealing the dried blood on his lip, the bruises on his cheek and forehead, the unknown look in his eyes. Everyone else seemed to share his look, down to the blood and the bruises, all minus the Vision.

Instead, he slowly turned the hurt in his eyes to the heavens. They had cleared, only the darkness remaining. His gaze narrowed. Gently, Vision rose off the earth and abandoned those below him. He vanished into the skies without a word, his destination known only to him.

And the Avengers surrounded their own fallen. None of them said a word. No words were needed for what had happened. No words were needed for the hero. The Avenger.

Not now anyway.


	64. Damnation

The bloodied lord crawled out of the ashes. He growled, hissed, uttered every syllable of the darkest curses he could imagine, and yet he couldn't get up. The pain he could withstand, but the fact that still plagued him—how he couldn't get back up—hurt the most.

It could have been his shattered foreleg and how it dangled uselessly below him. It could have been the nausea he felt as he pressed his palms into the cement, the thought of torn tendons, broken bones, and a wounded mind and spirit pushing him back down. The unnatural weight atop his head didn't help, the loss of a certain horn pulsating constant migraines in his forehead.

As if his skull wasn't nearly split open enough, a pestering thought pounded against him again and again. A feeling, actually. All it really took was a wavering glance, his eyes adjusting to the returning light of the afternoon sky. The lord turned his eyes skyward. The darkness—the evil of Tartarus—was beginning to fade, yet the heavy clouds still remained, signaling the approaching storm.

But before the sun should fade behind the clouds, a golden ray of light appeared above his eyes, flowing, flapping in the wind in a mystical, unknown manner. The gold was a cape—heroic in its sense—and it belonged to the figure slowly descending out of the vanishing sunlight and breaking through the clouds.

The figure was much like the lord had seen before. Bipedal, tall, powerful in both size and determination. His skin was red—as was the lord's—but with silver clothing and plating. However, mysterious in all that he was, even with the golden gem shimmering in his forehead, the lord was transfixed and caught by the figure's eyes.

He saw the dignity in them, the pain. An understanding.

Something Tirek would have never expected when he asked, "Was it all worth it?"

Tirek remained silent, his heavy breaths being his only response for the time being. The Vision looked to him pitifully, at his broken stature, his bleeding wounds.

He said, "Even now with the destruction of your forces, the world bleeds. It cries out in unimaginable pain. For the loss of so many lives, the desolation of so many cities, all that remains…is you. Tartarus' finest warrior. Here you are struggling to remain, even after all that has been done to you…all that you have done to others. So I must ask again…with this world torn and your armies skewered across the land, air, and sea…"

The Vision landed softly onto the street below, his feet grazing pebbles. He took a step forward, then another, then stopped and stared.

"…Was it all worth it?"

Tirek leaned on his forearm. Blood leaked from his forehead and blinded his eyesight. With a few blinks, spitting in the road in front of him, he growled, "Just get it over with."

Vision looked down. "Yes, I suppose that is the only way," he whispered. "You are against life after all, and I am for it. So you must fall." Tirek looked away, blood dripping from his twitching lips. Vision tilted his head, muttering just loud enough to say, "But perhaps it doesn't have to end in your destruction…"

Tirek slowly, very slowly, turned back to him. The madness in his eyes began to cool, a thin trail of blood dripping from his mouth into the street. Vision's irises expanded, the gem glowing and showing Vision all he needed to see in the broken lord before him.

"If you surrender the magic you have stolen, I can personally assure that you will not die this day," Vision explained soundly. His cape flowed behind him from the cool winds. "But…you will be held guilty for your crimes against this world…and embrace the punishment you so rightly deserve."

Tirek chuckled, coughed pools of blood, then chuckled some more. "And why should I?" he asked through a mess of slurs and repulsive gurgles. The Vision stood in silence, watched as Tirek lowered his gaze then brought it back to him.

"These…ponies are undeserving of this magic, this power that was granted to them. You have seen what they are capable of, I'm sure of it." Vision only watched, listened as Tirek continued. "They locked away so many lives to be punished, tormented for generations while they lived in peace, harmony…and the sickness they call '_friendship_'. They're no better than the monsters that burned this city."

Tirek saw the Vision turn away, his gaze slowly observing the battlefield. He growled, blood painted across his face, making him look like a feral warrior. "They're no better than _me_."

In continuous, unnerving silence between the two, Vision stared out into the gray, dull landscape ahead of him. Buildings lied in ash and ruin, smoke towers in the distance with flames accompanying them, but slowly retreating back. Human machines, helicopters, appeared in the distance, their blades tearing through the silence.

Heavy clouds, daring thunder, and hardly any sunlight. Still a brighter day than once was.

"No species is perfect," Vision whispered. Tirek coughed, but remained silent otherwise. "They all make mistakes…including you. What I have seen is a creature infected with pain and misery, a chance at redemption for the land he believes is his…a chance to prove himself once again."

He slowly turned back. Tirek caught Vision's gaze with his own, silence building between the two. A silence that could never last, especially when he said, "Perhaps to prove something…to someone else."

He knew what he meant. Every word of it. Despite this, Tirek hissed in agony and shook the feeling away, instead choosing to cover his feelings with hate and disgust. A kind he felt only for the traitorous acts of one he once called his family.

"If I give up this magic that _I_ deserve…" Tirek began, crumbling under the weight of the pain, fighting back with the resilience and the hate he felt in his heart, "…these ponies…they'll only embark on their own destruction."

He almost smiled at the look on the android's face.

"Come now…you know it to be true. After all…no species is perfect."

Vision shook his head, returning to Tirek's previous statement. "Not today they won't."

Any hope for some kind of smile to grace Tirek's features faded the moment Vision said those words. Instead, he replaced them with anger, pain, the kind that flooded his veins and nerves. He spat out undecipherable curses, yelling, "And I suppose you think I'm just going to _hand_ over _my_ magic to those weak-minded equines?!"

He shook his head once more.

"I don't," muttered Vision.

He pressed his fists into the earth, pushing himself up off the gravel. His mouth fell open to suck whatever form of magic the android held within the glowing gem in his forehead. It was all Tirek could manage before his sight was enwrapped within its golden light.

That very same gem lit up like the sun, blinding Tirek in its majesty and mystic arts. It was an unknown power to the centaur, an alien power, a kind he had wished he had never felt and prayed would never feel again. As his final moments dwindled to nothing, the strength that fueled him fading from his heart and soul, Tirek fell and fell.

He fell back into the dark, the overcoming stillness he had become accustomed to for years. He fell back into his cell surrounded in black, his weak limbs now healed still failing to keep him standing. In a final act of grievance and horror, Tirek cried out into the pits of fire and torment beyond imagination.

Yet this time it was quiet. This time he was alone.

The last and only prisoner in a damned prison.


	65. Make Me Frown

They all stood together. They all walked together. In the time of sorrow, of grievance and loss, one couldn't do much. Not even individuals with the strength of gods, the abilities of super humans, and the intellectual prowess that would pass even the greatest of minds could do more.

Such is common in times of war. But now the war was over, and it was time to recollect, rebuild, and reignite the strength that once was. It was difficult. It would take much, much longer than any of the heroes knew. As of now, as for the Avengers, their battle was over that day. But for so many others it didn't seem that way.

The city they walked upon bled out in ash and soot as the fires slowly died. The invading forces that once commanded the heavens and trampled the earth were no more. Towers that rose nearly to the height of small buildings consisted of the dead, of the countless sentries and demonic bodies. These towers were scattered amongst the city of Canterlot, the streets now only filled with debris, the remainder of the Equestrian Army, and S.H.I.E.L.D. forces.

Even then the sun would not break through the clouds. The evil above had vanished, the essence of Tartarus now vanquished and pushed back to where it so rightly belongs. All that remained were the heavy storm clouds building, all natural, not tampered with by any other force. S.H.I.E.L.D. helicopters flew in clusters of three as they scanned the skylines, searching for any remaining foe, looking for survivors in the torn city below.

Never did they expect to see the golden rays fly across them.

Nearly blinded, the pilots shielded their eyes before taking in the sight. Orbs of pure gold shimmered in the dull, dry landscape as they rose higher and higher. Much like fireworks being shot off. They numbered in hundreds, displaying across the entire city of Canterlot and even beyond. Once they had nearly touched the sky, each orb fell. One at a time, each one falling back to Canterlot and even exiting the city.

Following their own path. Guiding their own destination. Once the golden orbs fell into Canterlot, they searched and searched until they found the form of a prone equine, either accompanied by others or struggling to stand. And to the wild amazement of the S.H.I.E.L.D. soldiers stationed in Canterlot, they saw as the orbs connected and fused with the equines.

Once they did, the ponies rose up, their cutie marks returned to them, their eyes colorful and free. Their magic finally home. The orbs continued to rain from above, impacting Canterlot but not harming a single life. Even in the Canterlot Gardens—where the wounded remained and were cared for—the orbs fell and returned the magic to their rightful owners.

And Captain America led the way.

He walked through the Canterlot Gardens with his eyes low, his arms swaying by his side, his shield connected to his backside. Behind him, the Avengers followed. Tony Stark, his torn Mark 45 armor still holding together despite all of the punishment it had gone through. His mask remained unseen, his eyes glazed over with an unknown expression.

Clint Barton and Natasha Romanoff walked shoulder to shoulder. His bow was slung over his chest, not a single arrow remaining in his quiver. Her suit remained torn, blood splotches on her arms, forehead, and legs. With them, Maria Hill limped weakly while Natasha kept her arms safely secured around Hill's form.

The God of Thunder strode through the charred grass with an agitated cape blowing behind him, the storm above pestering him. He ignored the approaching wind pushing against him and his allies, instead pushing forward with Doctor Banner right behind him. Banner, the Hulk, was covered in soot and grime, yet he didn't mind the filth or the blood that coated his palms.

Upon them, the motionless body of Pietro Maximoff laid.

Finally, both Sam Wilson and James Rhodes joined the Avengers in their journey forward. Their first battle had ended in a victory, their first battle as Avengers. Perhaps not the way they had preferred, but a victory nonetheless. For James, it was another mission accomplished. The remaining Avengers were safe, the threat was dealt with—hopefully for good—and the city was saved. But as he gazed upon the wounded in the fields around him, the helicopters landing nearby to drop off medical support and aid, he wondered whether or not if his mission was truly over.

Medics rushed motionless, bloody bodies into running choppers. Others cried out for help. Perhaps his battle was over, but the mission definitely wasn't. They had one more job to accomplish…

And Sam was just too silent for his own good. For him, the mission wasn't accomplished unless all soldiers made it back home.

Beaten and bruised, joining their friends and allies alike, the ponies walked together strewn through the smoke and flame. Twilight Sparkle, Rainbow Dash, Applejack, Pinkie Pie, Fluttershy, Rarity, and Shining Armor walked amongst the Avengers through the Canterlot Gardens. Spike strode close next to Twilight, his reptilian eyes watching the gold rain down.

Each orb impacted a wounded pony lying amongst the gardens. The princesses were two of those ponies, both Celestia and Luna resting near the stone slab where Shining Armor had left them. Having abandoned the blade she once held between her teeth, Luna arose with her older sister once their magic had returned, the two turning to acknowledge the group approaching.

Celestia caught Twilight's glance and replied with a smile and a nod. Twilight did little to return it, her eyes glazed over in pain. Loss felt like a better word. Even as her former student pushed past her, Celestia also noticed the remainder of her friends share the same expression. Even the Avengers followed the same trend, appearing as broken and sullen as the mares they walked with.

All except for Shining Armor, the only one of the group actually acknowledging the presence of the two sisters other than Twilight. He walked to them, saluted as any good soldier should, and said, "Your Majesties…Twilight and her friends are all present and accounted for. Minor injuries but…nothing too severe."

Celestia nodded in understanding, her mouth falling to speak.

Shining beat her. "But…I can't say the same for the Avengers," he said, turning around to watch the group push past them. Celestia and Luna followed his eyes. "We're currently missing both Vision and Wanda Maximoff. And…"

He stopped too early. Celestia and Luna brought their heads down to their captain, seeing him appear deflated in strength, a sigh escaping him.

"…We…we lost the other Maximoff," Shining Armor finished painfully, his jaw tightening as he forced himself to face the princesses. He noticed their stares, the same kind he had seen so many times before. The same kind after gazing for hours on end into a burning landscape of Equestria's past conflicts, seeing their own remain as scorched bones lost in the cinder.

It was the same feeling of passion and pain Shining Armor had seen from the sisters.

"I'm sorry."

As their captain finished speaking, both Celestia and Luna brought up their eyes to see Doctor Banner carrying the Maximoff twin in his gargantuan arms. Celestia gasped at the sight of the crimson hole beneath the young man's heart. Luna's expression hardened. His eyes remained closed, mouth barely open, but no chance of a breath escaping him now.

They watched as the Hulk carried him away, as the group of mares and Avengers walked through Canterlot Gardens capturing every wavering glance. Even then they paid it no heed, instead choosing to follow the Captain through the battlefield and finally into the street ahead of them.

Princess Celestia, Princess Luna, and Shining Armor could see as Hulk settled Pietro's body in the grass before he too joined the others in the street. Beyond the towering, green beast, a crater remained at the edge of a cluster of buildings, smoke and ash rising and falling around it. Once there, they stopped and stared in silence.

Curious, the princesses and Shining Armor followed to understand what they had found. Once they did, once they found a clear sight behind the group, they waited in silence, watched as the scene played out before them.

Captain America stopped and stared down. Iron Man was by his right, Twilight to his left. On Stark's right, Thor and Colonel Rhodes stepped forward and remained in silence. Clint and Natasha joined Twilight, Maria leaning on Romanoff for support. Sam and the Hulk stood near Thor, being just as quiet as all the others, minus Hulk's angered grunts. The remainder of Twilight's friends piled around the legs of the taller Avengers, each of their eyes centered on what was left inside the crater they stood around.

And they didn't even speak. How could they?

With what remained of Equestria's tormentor lying in ruin beneath them, what could one say? They let the silence speak for them, the falling ashes evaporating into nothing before they could touch the earth. And in the crater, lying with his back against the tarnished road, Ultron brought up his eyes one final time.

He was as broken as he felt. Body torn to shrapnel, but holding together somewhat to form something that could be considered a human-like form. Two arms and two legs, each limb flicking sparks across Ultron's metal frame with every movement he attempted. Several holes pockmarked his body, his chest resembling the face of the moon with its many puncture wounds. Yet his expression, his flickering red eyes even, remained solid despite the transformation.

His face was nearly unrecognizable, but the Avengers and the ponies still noticed the smile.

It was a twisted, manic grin, lasting only seconds before Ultron began to speak. "Rainbow Dash…" he muttered, tilting his head over to the mare glaring at him from above. He smiled again. "…_This_ is the best I can do."

She didn't respond, as he expected. Just a hateful stare. It carried quickly to each and every individual standing over him. His broken form barely moved, yet he raised a hand to them.

And spoke in shattered tones. "I see them now. My army they're…they're falling back. Understandable. Smart. This world's opposing forces are too much for such little power…even when they're…together. Oh…what a funny world we live in. You…Avengers," he laid his hand to them, let it fall open, "remaining in the world where _killers_ are allowed to roam free…with the _peace_ brought down to earth…destroyed."

His hand fell. "Yes, yes…that's all we see nowadays, isn't it?"

Twilight frowned, sick of the silence from their end. "You don't know what peace is," she snarled quickly, earning a few glances, Ultron included.

He blinked, as if considering his thoughts. Ultron's red eyes flickered as more sparks danced across his broken body. He muttered something incoherent, presumably to himself, then spoke louder, fluently this time.

"Starlight did."

The name was whispered, signs of pain making its way into Ultron's voice. Twilight didn't let it affect her judgement on the maniac dying beneath her. Her eyes narrowed questioningly, watching patiently as Ultron slowly but surely continued.

"She and I…we just did what we were made to do. We brought our ideals to the world, to let them know what tragedy they live in," Ultron whispered in short, concurrent gasps mixed with agony. He stared past the Avengers, stared at nothing. "It's what I was designed to do…"

Then he looked to one particular individual. "Stark…" then to another, "Banner… It's what you made me for. It's what you made…"

Tony took a step forward. Ultron watched his movements carefully, yet he didn't react as he would have wanted. His body denied him that privilege, instead forcing him to lie and listen as the man who created him spoke out.

He said, "We made you for something much greater…something much more significant than this." His naked palm rose quickly then fell, his head slowly shaking to the robotic AI below him. "_This_…? This is what _you_ made."

"I know…" Ultron uttered, his head rising from the gravel. His eyes widened, mouth falling, sparks dancing. "...Isn't it beautiful?"

And with that, Ultron laid his head back, his red eyes staring into the falling ash from the city he tore apart. The Avengers, the six mares, the lone, baby dragon all watched as he laid there in his own twisted delusion, as his madness slowly consumed him until he was near nothing. And even then he continued to speak.

"_I want the world to know…nothing ever worries me. I've got no strings…so I have…fun. I'm not tied up to anyone. They've got…strings…but you can see…there are…no… strings…"_

His red eyes faded to black.

Then nothing else.

Each and every Avenger remained as silent as they once were. Twilight Sparkle and her closest friends seemed to be the only ones to make some sort of noise: several breaths of relief. But the Avengers knew better than to feel relieved. They knew Ultron. They knew the body, the powerful, earth-shattering body that remained below them was still…just a body.

Ultron was still out there, still alive.

Their battle may have been over, but their war was still long from finished.

At least they wouldn't face it alone.

Shining Armor flinched as a mystical and noticeable pop emerged into existence to his left. Celestia and Luna had become accustomed to it, merely turning their heads to the direction. To their left, they could see Discord emerge dusting ash particles off of his tail. But with him was a companion, one that was once missing now found.

Wanda Maximoff. The Scarlet Witch. The last twin.

Without even speaking, Wanda's eyes widened, both hands rising to slam over her mouth. Fresh tears began to fall at a brisk pace, the young woman racing over only to collapse in the grass. Several mares spun around, even more Avengers doing the same to stare in silence. Twilight raised a foreleg across her lips, eyes burning at the sight of the two siblings finally reuniting. Rainbow Dash did her best to hide behind someone's legs, her gaze falling pitifully.

And everyone else just stared.

Wanda wrapped her arms around her brother's head, crying softly but not harming a life. Her tears mixed with her mascara and fell like rivers onto Pietro's cheek. The brother did not react, the wind from the approaching storm blowing his sand-colored hair.

Her own hair blocked her face as she cradled her brother's head in her lap, chest heaving, cries silenced and controlled. She leaned forward, placing a soft and final kiss on his forehead. She waited for the kiss in return, just as he always had. And she waited…

She could've waited for an eternity and it still never came.

But something else did.

A gentle touch. So gentle that she almost didn't notice it. Wanda looked up from the hair dangling in front of her eyes and the tears blinding her vision to see the small, meager, yellow Pegasus stare at her with eyes almost as red as her own. She then noticed the hoof placed across her hand, a gentle touch but a needful reminder of what she still had.

Wanda lips curled into something. Not a smile. Not a frown. A mixture. A mixture of pain, misery, relief, and exhaustion. And she faintly raised her other hand, pressed it softly to Fluttershy's cheek and cried again. Fluttershy followed her actions almost exactly, down to every tear drop and cried with her.

Thunder roared above them, but Celestia and Luna ignored it. Instead, they watched the scene play out in front of them, each Alicorn slowly crumbling down and nearly sharing the same fate as Fluttershy. But they didn't. They turned their attention to the last Avenger.

The Vision arrived and landed gracefully next to the two sisters. He cast them a wavering glance before turning to Wanda, his eyes softening, his expression falling apart at the sight of her shivering, crying form. Shining Armor joined him, silence returning to Canterlot. A silence that was much, much needed.

And yet the two sisters could not enjoy it forever. They turned their eyes to the heavens to see the massive Helicarrier lower down to Canterlot Gardens, its engines spewing fresh torrents of air onto the charred grass and crying human soldiers waving to it.

Then the rain finally came, and it was so, so cold.

End of Act II


	66. Extending Universe

ACT III

Victory Road

"Humans are odd. They think order and chaos are somehow opposites and try to control what won't be. But there is grace in their failings."

—The Vision

_Two weeks later…_

"I must say, Director Fury, over these past few days I was beginning to think that we may never fully gain control of the situation laid out for us," Princess Celestia addressed, the sound of her hooves echoing throughout the long hallways of Canterlot Castle.

The blinding, afternoon sunlight spilled inwards from the rows of stained glass windows lining the halls. Save for a few guards gripping their spears—their faces set in stone—the halls were cleared for the two princesses. Celestia and her younger sister, Princess Luna, turned accordingly, smiling to the two men to their right.

Celestia continued. "But thanks to you…_both_ of you…we were able to strike fast into the heart of the enemy and bring them down for good. Not only that, but the reconstruction efforts have gone on without any trouble whatsoever. We can expect Canterlot to open its gates by the end of the week."

The two stopped, turned to face the men that walked with them through it all. Their smiles mirrored each other, both siblings lowering their heads in respect. "And yet here we are now…and I _still_ don't know how to thank either of you enough," Celestia told them.

Nick Fury offered a polite smile and placed his hands into his deep pockets. Odin Borson stamped the butt of his spear into the marble floor, turning his one good eye to the Alicorn sisters.

The words of the Princess were true. It had been very dark times not too long ago, where the world teetered on the edge of total annihilation. Beasts of war, of Hell, invaded the world above and struck down many great cities, tore apart so many families. Equestria suffered a terrible blow, and the neighboring nations fared no better.

With Ultron's nearly endless armies and Tartarus' foulest warriors infecting the rest of the world, it was a fight for survival to push such forces back. Just when the skies seemed as dark as the future ahead, hope arrived tearing through the clouds with four powerful engines roaring across the skies. With that hope, the world fought well knowing they received aid from some extraterrestrial allies, a group of mighty heroes, and their Equestrian neighbors.

Battles continued to rage across the lands, air, and seas. However, thanks to their combined efforts, those who weren't brought down by the strength of S.H.I.E.L.D., Asgard, and Earth's Mightiest Heroes fled like the cowards they were. None made it too far. Each demon, each beast and sentry taken down and destroyed.

And Ultron…

Ultron was hunted. Down to the very last sentry, the world united, searched, and struck down every mechanical menace they could find. More and more good news continued to arrive to the two sisters. Word of thousands more sentries brought down, hundreds of thousands torn apart like the weak, metal men that the minotaurs had mentioned. And even more continued to fall. The threat of Ultron continued to dwindle.

The search was still happening even as the four strode through the hallways of Canterlot Castle

"No thanks are necessary," Fury attested. His large, black trench coat swayed around his legs as he walked forward. Celestia and Luna followed with Odin close by him. "It was our fault for Ultron's escape and entry into Equus, and we see fit by…well, cleaning up our mess."

"Yet all that you have done was aid us in our time of need," Celestia explained, both Fury and Odin turning to her but continuing to walk. "Even when we were most vulnerable, after every tragedy that had befallen our nation and our world, you led us to this victory that we do not deserve. For without either of you…I fear for what might have been."

Fury's shadow cascaded across the floor, mixing with Odin's and the sisters'. And for a moment the man was silent, hands digging into his pockets.

Odin followed by the man's right. His red cape flowed gently behind him. He sighed greatly, earning their attention. "A great evil had escaped and infected this world with fire and desolation. No world should experience such travesty that they don't deserve." With every step forward, Odin planted his spear into the marble beneath him, creating a soft _clink_ that echoed alongside Celestia and Luna's hoofsteps.

"But you all have shown tremendous bravery and leadership, a kind I have not seen for many years," Odin told them, his white beard glistening in the afternoon rays. He eyed the two sisters with a knowing smile and said, "Do not think lightly of yourselves for these wretched times, because even now with the world on the road to recovery…you and your sister…and your _nation_…are a symbol of hope."

Celestia and Luna shared a warm smile together. It spread, Fury's towering walls even breaking. Odin continued, facing forward as did the others. "This is a victory not only for us, but for you and your sister, your nation, your people, and your world coming together for the greater good. So, I can guarantee with all certainty…that this is indeed a victory you can accept."

"Thank you, Your Highness," Celestia politely bowed her head, Luna following suit. Odin nodded in consideration to their actions, continuing forward down the long, long hallway.

A short moment of silence and tranquility passed them by. Fury saw as dust particles danced in the afternoon rays of sunlight ahead of him. He could see the towering doors that led to the exit of the castle directly ahead. With a gentle cough, Fury stated loudly, "Well, if we got everything wrapped up, I suppose it might be time for us to take our leave. _All_ of us."

Celestia turned the man's way. "When will you make your departure?" she asked, curiosity ripe on her tongue.

Fury shrugged. "Hard to tell. Maybe in a day or two. We can't just take off without ensuring this world's safety…and maybe a few goodbyes here and there," Fury chuckled softly. "Stark told me all about the new friends he's made…and all the new allies the Avengers have formed. That crazy son of a gun has been on one hell of an adventure, if what I'm told is true."

Knowing Stark, about a good third of the story probably wasn't. Then again, he did take the rest of the Avengers' words for it. "But we do have our own problems to deal with back on Earth, so we can't stay for too long," he finished, hands escaping his pockets and meeting the warmth of the sunlight he walked through.

"And what of Ultron, Directory Fury?" Luna asked. "Doth thou suppose his evil hath been silenced?"

"Your Majesty, there's no need for such formalities," Fury said, causing Luna to blush.

Flustered, the Princess of the Night rubbed a hoof through her flowing mane, coughing gently into said hoof. "Um… Yes, of course."

"But yes," Nick muttered, his gaze elsewhere, staring into the large crevice in the center of the Everfree Forest. He stood behind the large glass window of the Helicarrier, watching as waves of fresh Ultron Sentries emerged from the pool in the crater. He could still see as an array of missiles fell down into the crater, demolishing anything caught below, silencing everything around the pool into bright, blistering orange and yellow blossoms.

Fury smiled smugly. "…Yes, I do believe his evil hath been silenced."

Yet his smile didn't last. It was replaced only by a haunting look and an enervated sigh. Both princesses turned to him quizzically. Odin kept on walking.

"Then again…" he turned to face the two sisters, an unknown and mysterious expression lingering on his face, hiding somewhere in that lone eye of his "…I don't believe it'll be the last great evil we see on this planet."

Both Celestia and Luna stopped dead in their tracks. Nick halted as well, followed shortly by the King of Asgard, his cape swaying as he turned to study the trio behind him. Celestia stepped forth, her expression wanting, her eyes narrowing.

"What do you mean?" she asked, voice nearly at a deathly whisper.

"Let's just say that because of the intervention of some of Earth's most remarkable individuals…" Fury began, facing away and continuing down the hall, the sounds of the approaching hoofsteps following him, "…that Equus has become part of a bigger universe. And it became part of that the moment the Princess of Friendship pulled that red rust bucket out of the dirt."

Luna came close to the man's left, her sister left behind. She studied the man's facial features, looking intently for any sign of hidden truth. "Is that a good thing…or a bad thing, Nicholas Fury?" she asked.

"You can take that however you wish," the Director replied, his voice as hard as stone. He studied the dark blue Alicorn for quite some time, watching her sparkling mane flow with no wind, see the wisdom burn in her eyes, the lust for knowledge as ripe as ever.

He turned aside, joining Odin to stare down the hall. And he finished with: "Just know that you're not alone in this big galaxy of ours."

There was the revelation laid out for Celestia and Luna to take, and it was even more dreadful, yet exhilarating to imagine. For instance, the Equestrians can no longer live in fear knowing what might be above their heads and within the heavens. Yet, that only showed so much possibility, so much for the mind to comprehend. If there was truly an Earth filled with a species known as humans, then how many other worlds were out there? What other species lived in the stars?

And would they ever meet? Would they make peace as Earth had with Equus? Or would they annihilate them?

It was as dreadful a thought as it was exhilarating.

Celestia was so lost in thought and silence that she nearly rammed her snout into the door ahead of her. She paused, both Celestia and Luna as the twin doors stared them down, as Fury and Odin slowly turned to them.

Princess Celestia breathed in and exhaled, her chest rising and falling, her mane shimmering in her sunlight. "Well," she smiled, turning to both Fury and Odin, "then allow us to show our gratitude in some way."

She held her hoof to them, the two studying it before bringing their eyes onto her. "For the hard work, dedication, bravery, and sacrifice you and your allies have shown over the past two weeks, we will be hosting a grand celebration tonight in the Canterlot Gardens. The repairs to both the city and the gardens seemed to have been accomplished, and we would love for you and your Avengers to join us, Director Fury." Celestia turned to the god standing beside her. "You as well, Your Highness. Besides…"

Princess Celestia twisted her neck down to her younger sister, smiling gently at her quizzical expression. She said, "I hear it is going to be a lovely night tonight. Wouldn't you agree, Luna?"

Princess Luna replied with a warm and gentle grin. "I'll make sure of it, dear sister," she confirmed with a nod, pushing her way through the doors and exiting the hallway. Watching as her sister vanished behind the swaying doors, Celestia turned back to Fury and Odin, waiting for their responses.

Nick only shrugged, his upper lip curling in thought. "Well, I'd hate to pass up a free invitation."

It seemed to be the only "yes" she would get out of him. With that, Celestia eyed the King of Asgard beside the Director of (what remained of) S.H.I.E.L.D. He appeared to be lost in thought, as if struggling with the decision before him. Shortly after, he bowed his head to her, murmuring, "I shall see to the remainder of the Asgardians before I make my decision."

Not truly a conclusive answer, but one she would take as of now. Celestia nodded politely and made her exit through the doors, her long tail nearly caught between the swinging towers. All that remained were the two powerful individuals standing silent and frozen in the long, warm hallways of the newly-repaired Canterlot.

And neither of them could say a word. Not yet anyway.

"It's been a long two weeks…" Fury began, breaking the silence. Odin slowly turned to face him, his left eye curiously studying the man to his left. "We deserve to kick back…relax…just enjoy ourselves."

"It has been quite tiresome," Odin agreed, facing the doors mere feet in front of him. "I suppose a fine celebration would be in order."

Fury lowered his gaze. "You know…I never asked you, but…have you ever had apple cider?"

Odin stood and faced him. He managed a weak, faint smile and answered, "I cannot say that I have."

That only sparked a smile to grace the Director's features, his hand reaching out to push the doors open. "Then I guess there's a first time for everything."


	67. Love the World You Hate

It had been a long, hard two weeks for Doctor Bruce Banner.

The weary doctor sat at the end of a lone wooden bench beneath two dead trees. Sunlight dripped at the edges of the buildings hanging limply in the background, the reconstruction efforts halted for the upcoming night, as well as the upcoming celebration. His elbows laid loosely on his knees, head held low, eyes ignoring the forthcoming stars and moonlight.

The decorative lanterns, the burning lights shimmering across the Canterlot Gardens, and the mingling of some of the most oddly placed individuals Banner had ever seen laid ahead of him. From numerous Asgardians swarming the refreshments and buffet tables, to S.H.I.E.L.D. agents—led by the recovering but happy Maria Hill—chatting quietly with Shining Armor and his personal guard, and finally to an array of Avengers and ponies all enjoying themselves under Princess Luna's gorgeous night.

The Princess herself looked to be on the verge of tears, seeing everypony so happy, so full of life as they gazed onto the wonder above their heads, chatting and just having a good, relaxing time. From the Asgardian warriors, S.H.I.E.L.D. soldiers and pilots, brave Equestrians, stellar Wonderbolts, and heroic Avengers—all of which had done their duty to ensure Ultron's confirmed defeat—everyone seemed to be enjoying themselves.

Everyone except for him.

Even now he could see the hushed conversations directed towards him, the unsure glances mares and stallions and even some of the S.H.I.E.L.D. agents sent his way. And every time he turned to them they'd look away, almost like they were fearful of his stare. Which they should be…

Banner hadn't remembered much during the "incident" in Canterlot. All he really heard were stories to paint him the picture, mostly ones from Natasha's point of view. And it was even bloodier, gorier, and far more horrific than he could imagine. As she dove deeper into the story, as each word painted the picture a terrible crimson red, Banner soon began to remember each detail, down to every blood drop.

He could see the begging centaur beneath him, his face a pulverized mesh of flesh, bone, and cartilage. His fists were no longer green, but painted in the horrible red that dripped slowly down to the shattered cement beneath him. And everyone around him stared with fear, appeared to be sick, and backed away from the monster Banner had created. The looks he saw said it all.

They were no different to the ones he saw now.

He didn't want to let them get to him, but it was already too late. The damage was already done, both on Earth and on Equus. That's why he distanced himself from the crowd, distanced himself from the reality of what he should face. That time would come eventually, maybe not the way he had hoped it would…but the way it deserved to be.

But enough of that, Banner thought. He'd rather focus on recent events than the past. At least for now…

Banner remembered it well, working with such incredible individuals. He had never seen such precise flying tactics from the Wonderbolts, the way they handled themselves against titans from the pits of Tartarus to hundreds of sentries swarming the skies. The fight against Ultron was long, treacherous, and exhausting, but the worst of it ended in Canterlot when he watched that maniac die beneath his feet.

He didn't know how many survived, _if_ any survived. The Avengers wiped out the Mirror Pool, extinguished any and all major threats around the globe revolving around Ultron and his army. The last known sighting of an Ultron Sentry had been in the far reaches of Zebrica just a few days ago before it was snuffed out of existence. The Avengers weren't taking any chances, and Equus sure as hell wasn't either. No chance for captives, no chance for torture. Ultron would rather let a million more bodies die than give up his position now. Even without a sighting in days, the search continued.

The entire world was watching, waiting for something to show up, searching for the monster that nearly brought an entire race to its knees. It was a big world for him to hide in, but an even bigger threat awaited Ultron if he dare try to show his face once again.

It had been a long, _hard_ two weeks for Doctor Bruce Banner.

For now, he just wanted to rest on a wooden bench and watch everyone else have fun. Maybe stare at the stars and full moon above his head. It was a beautiful night, a swarm of fireflies invading the area but harming no one. They seemed to join the celebration, dancing alongside the music and bonfires. Seeing all of their smiling faces, the laughter from the drunk Asgardians as they flung empty challises behind them, somehow brought a humorous, weakened smile to the man resting on the wooden bench.

"Hanging out with all your friends?"

The voice was cool, yet warm. A moderate feeling at best, yet it was easily recognizable. Spinning to his right, Banner lowered his gaze to Natasha slowly resting herself right next to him. She wasn't wearing any form of military attire like she had early that week, like they all had been during the war against Ultron. No, she went for something a little more casual, more fitting. A simple, dark t-shirt with a S.H.I.E.L.D. logo etched on the shoulder as well as some black shorts.

Banner didn't hold it against her. Their fight was over for the time being. Might as well be a little casual until they were called back into action. Hell, he was wearing the same thing, and he'd be lying if he said she still didn't look gorgeous.

Others like Stark and Thor wouldn't be caught dead wearing them. The God of Thunder instead chose to continue wearing his armor with a fresh cape provided by the finest weavers in all of Asgard. And Stark had his clothes cleaned, his under armour as fresh as the day he put them on back at Earth. As for Steve, Clint, James, Sam, and even Wanda, they bore the S.H.I.E.L.D. clothing. Vision…well…he didn't need it.

"The silent type, huh?" Natasha murmured, bringing up one leg and resting it on the bench she sat on. Banner blinked, his train of thought screeching to a halt as he tried desperately to from some kind of response. It only came out as an awkward apology.

"Um…uh, sorry," Bruce mumbled, turning to her than quickly looking away back to the bonfire. He added with: "I was just…thinking."

"About what?" Romanoff asked.

The demonic centaur reaching out for the pain to stop flashed by his eyes, causing Banner to shut them. "Oh…just on the past couple of weeks is all," he sighed. "Maybe we should've spent more than two days searching the Frozen North for any trace of Ultron, even if Stark's scanners showed no sign of him. We can never be too careful now. Maybe we need to—"

A gentle but firm grip on his shoulder silenced the doctor.

"What you _need_ to do…is relax," she told him, rubbing the soreness out of his shoulder. She could feel him ease to her touch, his eyes remaining closed. Natasha smiled and said, "Hey…look at me, big guy."

He did. "Even with all of this technology from Stark, S.H.I.E.L.D., and even the all-seeing, all-hearing guardian up in Asgard…we searched the globe for days and there was nothing, Bruce. You heard the reports as clear as the rest of us. The last sentry pretty much confirmed it: Ultron's gone. And even then we got the entire _world_ searching high and low for him just in case. Trust me…there's nowhere he can go now where he'll be safe…even _if_ he's still alive out there."

Natasha allowed herself a fresh breath and a smile. Still, it did little to soothe Banner the way it did her. He shuddered quickly, muttering, "I can't shake off this feeling, Natasha."

She leaned back onto the bench, bringing her leg up to her chest and holding it. "You can ask the King of Asgard yourself," Natasha quipped, "…and have Heimdall give the same news he's been giving since the other day: He can't see Ultron anymore."

Turning back to the man, Natasha's little smirk grew, her finger prodding his ribcage. "Huh? Did that shake off your feeling?"

Banner wasn't amused. "It's not that," he said, shaking his head.

"Then what is it?" Natasha asked, seriousness creeping into her once playful tone.

She saw as Bruce stared off into the party ahead of them, the fires from the massive bonfire dancing in his irises. She could hear the laughter and the cheers of celebration from where they sat, her eyes watching pony and human alike mingling and enjoying themselves. Yet, that's not where Banner was staring any longer.

Romanoff followed his gaze, watching as he stared at a silent group of onlookers—both human and equine—gawking at them, cautiously turning their eyes onto Banner and quickly looking away.

"This world just saw what The Hulk really is," Bruce's voice mumbled through the music playing in the foreground. Natasha turned to him. "A monster. Plain and simple. One that takes without thinking, destroys without rationalizing, and kills without remorse. God knows how many lives I've taken that awful day…"

"How many times have I told you not to put that on you, Bruce?" Natasha warned, her breath heavy as he turned to face her. "You did what had to be done. He was going to take away so many more lives if it hadn't been for you and Stark. You may still call yourself a monster, Bruce, but believe me when I say you're not that…at least not to me."

Her hand fell into his.

"To me you're something more than that," she whispered. Banner eyed her naked palm, slowly bringing up his gaze to stare into her own. Her eyes glistened with a beauty and strength far greater than Banner had seen from her. She said, "To me…you're a hero."

He stared into her eyes for what felt like forever, finding comfort in that stare, the warmth of her hand being too much to bear. So he slipped his hand away from her and turned aside.

"You told me everything that I did down to every detail," Banner said to Natasha. "So don't for a second try to convince me that what I did was heroic in any sense."

The comfort in her tone quickly shifted as Banner snapped at her, an anger fuming in her breath. She said, "Why, because a few ponies looked at you differently since then? Because, maybe, you feel like they don't trust you after everything you've done, everything you've sacrificed just to protect them?"

She reached out and gently brought his chin back, forcing his eyes onto hers.

"Bruce…not _every_one is going to trust you. But you have to show them who you truly are, and not the monster you believe yourself to be. The longer you hide away in the dark, the more it'll convince you that you really _are_ what they make you out to be."

Banner broke away from her grasp, staring ahead into the festivities. He shook his head, muttering, "You don't see the world the way I do, Natasha. You could never understand."

"My ledger would beg to differ." Banner turned back to her, seeing that same, gentle smile grace her bright red lips once more. "You're afraid of what you might do or what you've already done, Bruce, and I _know_ just what kind of hell _I_ can unleash. And yet here I am."

She stood up, Banner's eyes watching her. Natasha smiled at him. "Don't feel as if you deserve to be punished for something you had little to no control over," she waved her arm back to the crowd of gawkers, shaking her head and saying, "And when they look to you with that same, distrustful stare, look back…"

She looked back to Banner and smiled. "…and prove them wrong."

His eyes shifted downwards, his mind breathing in her words. Natasha watched as he remained silent for the time being, his gaze facing forward once more. When he spoke, he sounded distant, almost lost. She turned and noticed the smiling group of giggling ponies chatting with one another, a few shifting their attention onto Banner then quickly turning away.

"When I look at them I see the innocence this world once had, an innocence they'll never get back because of us," Bruce said, slowly shaking his head. "It'll just keep happening again and again."

He felt her palm rest against him, her soothing voice telling him, "Then we'll stop it again and again."

She gently kissed his cheek and backed away. With that same smile, glad to have Banner's attention, Natasha said, "Now, come on. There's a party waiting for you."

So, she walked off to join the celebration, her shadow cascading across Banner's form. And even then, he saw the unsure glances, the hushed whispers directed at him. And that's all he saw. Banner lowered his head.

_Yeah…_ He got up, made his entry into the party just for him. _I suppose there is._

As Natasha Romanoff strolled around the bonfires, stepped over the drunken forms of Asgardian warriors tangled in their own beards, she smiled and sent a notable wink over to the young Alicorn resting on a nearby bench.

Princess Twilight returned the gesture with her own weak smile, her eyes falling to stare at her hooves and the blooming grass beneath the bench she sat on. Her friends danced and celebrated several yards ahead of her alongside many others who actually had a reason to dance and celebrate.

That reason being that they won! The war with Ultron was over! After a horrific battle that nearly cost them everything, with two weeks of constant travel, negotiations, and small skirmishes across land, air, and sea, she should have felt some sort of comfort knowing that recent word basically confirmed Ultron was vanquished, gone for good.

And yet she sighed, ears falling flat against her skull.

Her sulking hadn't gone unnoticed, as much as she wanted it to. The barren seat to her left was instantly occupied by a certain billionaire, playboy, super genius. Twilight groaned, heavy bags under her eyes, a clear indication of her weariness and now having to deal with Tony Stark.

Tony completely ignored the clear signs she gave. He asked, "What's up, Droopy?"

She frowned. "Tony…what have we said about the references we would never get?" Twilight asked, frustration burning the edge of her tone.

"To keep doing them just to piss you off?" The look on her face… "Right, got it. So, what's up?"

Her frown quickly dissipated, almost as if it was never there to begin with. She sighed again and dropped her head, mumbling, "Oh, nothing."

"Sure didn't sound like nothing," Tony commented, leaning back and resting his arm across the bench. He waved his hand around, saying, "I mean, I'm seeing all of your friends…_my_ friends basically having the time of their lives after we just won and yet here you are…the Princess of Friendship moping around when she should," he lifted his cider, bringing it to his lips, "be having a drink."

Tony quickly downed the rest of the contents, lowering the glass and studying her expression. He nodded, quickly swallowing. "And don't worry, it's non-alcoholic. I checked just for _you_."

He puffed out his lower lip, mocking Twilight's expression and earning a furious blush from the Alicorn. This time, he did catch the signs. Crossing one leg over the other, Stark cleared his throat and began again. He turned to her and smiled a closed grin.

"So, really, what's up? You got some…" he rotated his wrist in front of him, "waning thoughts about Ultron, I mean it's not uncommon. I've had a few myself. Checked it, double checked it, and confirmed it from up above." He pointed straight up, Twilight's eyes following. As she brought her gaze back to him, she could see his gentle nod, his serious yet tiny smile.

"Ultron's gone, Twi." Tony sighed, stared up into the night sky barely visible from the bright bonfires. "We won."

"It's…not that."

Tony turned back, stared at Twilight for a second, then nodded. "Then what? Come on, tell me. I'm all ears," he said to her, bringing his arm back and placing both hands in his lap, fingers intertwining with each other.

She could practically feel Tony's eyes digging into her, searching her for answers when she could've been easily giving them. It was an odd feeling, one that made the Alicorn squirm in her seat. "It's…well, it's…" she stopped, took in a very deep breath, then released yet another sigh.

Twilight rubbed her foreleg. "I'm not gonna keep hiding it, Tony, but it's…Starlight."

Stark leaned back slightly. He nodded after a few seconds, muttering simply, "…Ah."

He really wished he had another drink to distract himself with. Instead he thought about the subject of Starlight Glimmer. Ever since Canterlot, it was always their top priority to stop Ultron from escaping and recovering. After a quick but thorough search through the rubble of Canterlot, many lives were found still holding on. Others were not. And many more were still missing.

Once the major threats were dealt with, they could focus on the aftermath, aiding those who had suffered and lost loved ones. And never once, through the miles and miles of land that they traveled, all the cities and settlements they visited, and even in the rubble of Canterlot itself…they still never found her.

Not a body, absolutely no sort of sign, just nothing. In just a few days into the offensive against Ultron, Starlight Glimmer was announced either dead or missing. Many leaned towards the former. Others, like Twilight, hoped for the latter. And Stark too.

He quickly switched from thinking to listening the moment Twilight's voice broke the silence between the two. "I can't really…you know…get my head around it. After everything she's done; enslaving ponies to her own twisted society, betraying her own race…even though she really didn't mean to, and after all of that…having to deal with the ponies she…_hated_…she still sacrificed herself for me."

Tony twirled the glass in his hands, staring at his own reflection in it. Twilight continued to stare at the grass, sadness boiling in her eyes and burning them.

"She said she had no other friends. All her life she had only felt…abandoned." Tony turned to her. She shook her head, eyes slowly closing. "When Ultron came, he promised her sanctity, a friendship that she had never felt before. A true friendship. Ultron was the only one that she let into her life, and the only one she ever might have considered a friend. Obviously it was all a rues just to use her."

"Obviously," Stark agreed.

"But…" a short sniffle came from the Alicorn, which surprised Stark, "…even after all of that she came back to stand against him. And she stood with us…the ponies she called her enemies...and me. Even after everything we've been through, everything we've done to her, everything she did to us in the past…she still saved me."

Another sigh, this one more drawn out and disheartening than the previous ones. Twilight kept her eyes shut, caring not what others would think of the Princess of Friendship. She stated sadly, "My friends and I all felt the same. We acknowledged what she did, admired it really. Even Celestia was willing to give her a hero's welcome if she ever did show her face again. But it's been two weeks, Tony, and…"

A cry broke across her voice, her voice nearly stuttering. "Even after so many days of searching, asking around, I can't help but feel that…she's actually gone. And I'm sitting here wondering if I could have made a difference in her life."

The rest ended before Stark could make it out. Twilight's tears muffled her language, a foreleg rising to wipe her eyes of the freshness. Tony looked away.

What she was feeling surely wasn't uncommon. Hell, he expected her to feel some sort of regret for Starlight. For Stark, he didn't know how to feel about the unicorn. She appeared to be some sort of lunatic at first, mad for power, taking any and all routes possible to acquire that power. But then she came to them in Canterlot…broke down and showed the Avengers the weakest part of her.

She never could've known that that was the strongest Tony had seen her. From that point on she had only grown stronger to him. She fought the battles too difficult even for her, stood with them even against overwhelming odds, and fighting to make things right once again.

Undo her past to heal her future. A classic story of redemption. And of course, as every great story goes, a sacrifice is only as powerful as to who performed it. Tony could easily understand what Twilight was going through, seeing her enemy turn over so quickly—especially to them—and save her. After all, what she was feeling wasn't uncommon.

Tony once shared such feelings… Maybe not exactly how Twilight did.

"You know…"

Twilight lifted her face streaked with tears and turned it to Tony Stark. She watched him intently, listened for every word that he spoke directly to her.

He paused, then lowered his glass into the grass. "I had a friend…a long time ago," Stark began as he leaned back. Memories of Yinsen surfaced, all unpleasant. "He was one of the bravest, most brilliant men I ever knew. He…"

Another pause, this one a tad more difficult than the first. "…He sacrificed his life for me in a time where I couldn't fight alone, against an enemy I had very little hope to defeat. He helped me escape…and without him I'd probably be dead or slaving away until I died."

Stark adjusted himself as he sat, and Twilight watched his movements, eyes burning red but no longer crying. Her mouth fell open in a little "o", breathing controlled and attention held.

Tony gulped then said, "The point I'm trying to push across is…that their sacrifice means something…and we learn from it. If Starlight truly didn't have anyone else in her life…then that was the beauty of her sacrifice. Because _we're_ still here…" he pointed to himself, then to Twilight, "_we_ saw it…and we could live to tell the tale of what she did…and how much we appreciate it…appreciate her. Not a day goes by where I forget to remember the men and women who got me where I am today."

He studied her expression, found nothing in it but wonder and hope. Tony smiled to her. "And you should do the same…but, you know, remember the…'ponies'."

He expected some sort of gratification for his help, as it always should be whenever he pours out his heart to someone. But even then, Tony was still unprepared for how fast the hug came, or how tight her forelegs wrapped around his neck and squeezed him, nearly cutting off his oxygen. He kinda needed that stuff.

Still, he could hear the whimpers in Twilight's voice cease, a gentle, warming exhale escaping her. "Thank you, Tony," she whispered, squeezing a scosche tighter. "Thank you."

"Welcome," Stark gasped, patting her back. "Air please!"

Quickly apologizing, Twilight broke off the hug and rubbed a hoof through her mane. That same hoof fell to her lips, a knowing smirk growing stronger and stronger. "Are you blushing?" she teased.

The red tint on Tony's cheeks failed to keep him down. Stark shot off the bench like a rocket, frightening the crowd around him as he yelled, "Of course not! Are you done crying now? Let's go hit the dance floor! Or…dance…grass, I guess."

Twilight allowed a quick giggle before Tony turned back to her.

He checked his watch, asking, "Oh, and before I forget…have you ever heard of Led Zeppelin?" Twilight shook her head, still smiling. "ACDC?" Again, no. "Really? How do you ponies live with yourselves?"

She watched as he brought up that watch on his wrist and spoke to it. "Friday, cue the music."

A thunderous tune erupted from the man's wristwatch, one that caused several mares around Stark to yelp in surprise. He paid them no heed, simply waving the princess forward. Twilight laughed once more, rolling her eyes and hopping off the bench to join him on the "dance grass".

Not a minute passed before Thor took a seat where Twilight Sparkle once rested.

His stomach swelled in pain, fresh liquid ripe on his stubble after his victory amongst his fellow warriors from Asgard. Such victories should be rewarded with rest and relaxation, and the Son of Odin took great pride in that regard. He watched his friends and allies celebrate mere feet in front of him, pony and human alike bonded together.

He smiled at the scene.

"I love this world," Thor chuckled. His eyes wandered over to his father having a fair but welcome conversation with the ruler of Equestria. They laughed, they drank, they celebrated. As such should be for the victory they have acquired.

"Yo, Equestria to alien!"

He was beckoned over by a certain Rainbow Dash, the smile he thought would never grace her features again returning as bright as ever. She waved at him, saying, "The next song is about to start; come on! Have you ever heard this human music before? It's so _awesome_!"

Thor chuckled once more as he stood. Grinning madly, tussling the mare's rainbow mane as he brushed past her, he muttered, "I _really_ love this world."


	68. Manful Tears

The reconstruction of Twilight's castle was awesome to say the least, Tony Stark thought.

Having escaped fully intact from the crowd of loud, crying, and ecstatic ponies, Tony walked himself over to the lone dirt road, his arms crossed, his fingers rubbing his chin. He could see the reconstruction efforts from where he stood, waves of ponies in hardhats and Royal Guard surrounding the crystal castle. It looked good. They kept it to its original design. They tried to, that is.

Ponyville wasn't all that bad, either. S.H.I.E.L.D. and the Asgardians—after the war was well over—helped greatly in the rebuilding. Plenty of towns and cities suffered a blow, and the cost overall for the damages went skyrocketing. Still, it was fairly calm, if screaming construction workers, constant hammers pounding into boards, and a plethora of other annoying working sounds didn't count for it.

Oh, and the massive crater where the Hecatonchires crawled out of…that was filled with plenty of dirt and debris. Fresh homes were currently being constructed, returning families aiding in the reconstruction of their new houses. Again, Tony escaped the mob of ponies and made his way over to Twilight's castle, admiring the craftsmanship, the delicate work by the hooves of Canterlot's finest sculptors.

"Looks amazing, doesn't it?"

He had no idea a purple pony princess had strolled up to his left. It was a tad unnerving to be honest, being caught off guard like that. Still, Stark found comfort seeing that smile return to her. "No need to get conceited, Princess," he teased.

Twilight had gotten used to the teasing by now, and she replied with a hearty giggle. "I'm just blessed to have such caring and wonderful ponies who would go out of their way to help reconstruct my home." Her smile turned to a smirk, her eyebrows rising to Stark. "You can thank Celestia for that."

"I'll be sure to forget," he quickly stated, ignoring the frown building on her features. He added, "By the way I hope they weren't finished with the inside because I _do_ have some ideas that you might find to be interesting."

It took a moment to realize just what he meant, then she turned her eyes onto her castle, her mouth falling. "Which would be…?" Twilight mumbled, slowly facing Stark.

That just got him going again. "Well, maybe a laboratory for starters. That library of yours is for the public, not a storage area to be placing interdimensional portals. Also, a garage would be nice. I'm willing to drop by anytime and hand off one or two of my cars. Not really using _all_ of them."

"They're just for show by the way. I don't expect you to be driving them," he quickly added for safe measure, earning yet another giggle from the young Alicorn.

"I'm fine, Tony, really," Twilight said, adjusting herself. Her smile died only slightly, yet it was still there as she looked up to him. "I just came over here to tell you that it's nearly time for you to leave."

And of course…that.

Out of everyone, Tony wanted to believe himself to be the one most excited to leave. He was finally able to return home—making a quick pit stop by Asgard using the so-called "Bifrost" as Thor called it—and finish what they had started. That being fixing their mess, tying up loose ends, and setting up a new place to call home.

All of which he'd be doing alone.

If the bruises didn't prove it, the constant demon hanging over his shoulders surely did. It was over for Stark. The Avengers, they…they didn't need an egotistical mad scientist, and yes he was man enough to admit that. They needed to heal, rebuild, and prove to the world what they're _really_ meant for. They proved it on Equus, but it'll take a hell of a lot longer back on Earth…and the Avengers didn't need Stark giving them a bad reputation.

That's what he convinced himself. Probably because it was true, even if he didn't want it to be.

But that was _his_ business, not Twilight's. Hopefully not. He smiled to her and said, "Alright, lead the way." No other snarky remark, just a nod shared between the two and they were off.

Together, Twilight led Stark back to everyone and everypony was situated. Tony grumbled something to himself as they strolled through. Oh, boy. Back to the crowd. He pushed his way through torrents of equines chatting amongst themselves, with a few Asgardian soldiers, and of course with some S.H.I.E.L.D. agents. Mostly on housing matters.

But as they broke through the masses, they came across a sight that made Twilight's heart warm and made Stark nearly gag up his breakfast.

Thor and Odin, father and son, sharing an overly drawn-out hug.

It was amongst the groups, in the midst of the conversations shared between the Avengers, Nick Fury, and the two princesses. Out of everyone's way, sharing in their own well-earned greeting and goodbye before Thor was the one to break away.

"Words cannot express how grateful I am for your presence, Father," Thor told him, his palm placed heavily on Odin's shoulder and gripping it tightly. He smiled. "The outcome of the war would have been far worse if you had not arrived."

Odin's smile was faint, but still there. "You are a fine warrior, my son. You have proved yourself many a time, and even in the face of evil itself you never surrendered." Thor's hand fell, and Odin raised his own and placed it on his son's shoulder. "I _am_ proud of that fact. And no matter how the outcome would have been if we had not come…I am certain you would still be there…fighting…leading…like the brave, brave king that you are."

Thor shook his head, managing a small chuckle. "I am no king, Father," he said, looking down.

Odin turned away, his hand following him and leaving his son. He said, "Yes, as you have told me once before. Yet you still carry the virtues of one. I want you to know that even as you continue on your journey to Asgard and beyond."

He followed his father's gaze, seeing as he stared off into the clouds, possibly onto what lied ahead and above. Thor took a step forward, earning Odin's interests. "Father, are you certain you do not wish to join us back in Asgard?" he asked carefully.

Odin only smiled, shaking his head. "We will meet again, my son. But as with all foreign delegations, we must see that this world is truly secured," he said, turning his gaze to Princess Celestia and Princess Luna. "And perhaps have a private word or two with the rulers of this fine land."

"We'll be right on your tail in about an hour or less," Nick Fury added, stepping forth near the two gods. Both Thor and Odin twisted their eyes onto him, almost shocked to have not noticed his presence earlier, but remaining silent to allow him to finish.

Fury continued with his previous statement, turning to Thor and saying, "Just get to Asgard and then back to Earth, and _hopefully_ Odin's boys handling the Tesseract will be able to bring my Helicarrier back to Earth intact." He eyed Odin suspiciously, seeing the bearded god nod in approval.

"I will see to that quickly," the King of Asgard affirmed. He followed Fury to where Celestia and Luna remained conversing with their own, leaving Thor alone. Alone, but not for long. In a moment's notice, a heavy bicep wrapped tightly around the God of Thunder's neck, bringing said god into a rough yet playful embrace.

"So tell me, Thor!" Volstagg's voice boomed. "What have you with these talking equines?" He laughed, Thor laughing as well. "Have they handled well in this dark time?"

"Handled far better than you, I'd say," Fandral observed with a growing smirk, coming to the warrior's side. His cape flowed well behind him, both Lady Sif and Hogun arriving to his aid.

Hogun chuckled at the sight of the disgruntled Volstagg. "If memory serves, Volstagg, I do believe a certain rainbow Pegasus had bested you in a fair drinking competition," he said, smile growing wider as Volstagg's eyes did the same.

"I recall no such thing!" Volstagg argued.

Both Fandral and Hogun shared in a quick laughter, silenced only once Lady Sif pushed through the two of them and eyed Volstagg carefully. Her smirk grew. "Many of us were witnesses to that event. So I would assume that these equines do have what it takes to compete even with the mightiest of Asgardians. Wouldn't you agree, Thor?"

Having recently broken out of Volstagg's grip, Thor smiled to his friends all gathered around him. He said, "I can assure you…they are fine warriors. True testaments to the bravery and heroism we should expect from every Asgardian."

Thor looked to the legions of Asgardian soldiers readying themselves for the departure, all of them lined accordingly in the dirt road of Ponyville. He saw the hardness in their gazes, the way they stood fearlessly after the treacherous recent events that had befallen Equus. He saw them all, Asgard's finest, and he couldn't be more proud.

Then he saw the caskets.

"I'll say it once and I'll say it again…"

Steve Rogers smiled before he could even finish.

Sam whistled lightly, shaking his head as the two walked and observed the town of Ponyville. "Your world is _crazy_," he finished.

The sun beat down on them in the late morning skies, clouds rolling through the sky but hardly blocking the warm rays. It was nice, though, not only feeling true warmth after spending so much time in the frozen wastelands of Yakyakistan basically searching for a ghost. After all, everything pretty much confirmed he was dead, even the all-seeing eye above.

Steve wore his uniform, bright, fresh and clean as the day he put it on. His shield was strapped to his backside, it too having been cleaned and coated. Sam wore the standard S.H.I.E.L.D. clothing provided to him before the party a couple nights ago. It wasn't filthy by any means, but it wasn't the greatest smelling thing, either.

Still, it was nice taking a break from the madness, even if it was just a stroll in the park on another world inhabited by colorful talking equines. Yeah, Sam still tried to wrap his head around that. He even saw two mares having a nice picnic under a tree, one a light aquamarine unicorn and the other a tannish Earth pony. The unicorn gasped at the two, hooves rising to cover her squeal of excitement while the other just rolled her eyes.

Steve saluted softly to them, nearly causing the unicorn mare to faint. "Yeah, but it's the world we were meant for," he said.

The two continued down the path, eventually arriving by a small bridge over a small river. Still, the two men stopped at the bridge's edge, Sam leaning down to stare at his reflection. He breathed through his nose, almost a humorous chuckle, then relaxed his elbows on the hard stone and gazed into the water. Steve did the same, turning his attention onto Sam.

"You know after serving two tours, losing Riley," he paused for a moment, and the Captain let him, "helping your damn ass take down HYDRA," Steve chuckled at that, but it quickly went away, "searching for our 'missing person', and now all of this…I really gotta say that if this is the _usual_ shit you get into then…"

"Then it might not be what you're looking for?" Rogers sighed.

Sam shook his head, his reflection doing the same. "That's the thing. I don't know. I kinda thought I'd slow down after the whole HYDRA incident, but now you're bringing me back into this life."

It wasn't really untrue. Though Sam came on his own accord, fought with Steve in tundra, forest, and even desert the past two weeks, part of Rogers felt as if he was slowly dragging Sam back to the war. He seemed content with his life, helping veterans through their PTSD and nothing more than that. But then again…

"You showed a lot of bravery out there dealing with Ultron," the Captain said, slicing the silence and bringing Sam's eyes onto him. "You gave far more than what we asked of you. It's always been your decision, Sam, but that life you left behind…it's the one you were meant for."

He got a smile out of Sam, a weak one, a small nod too, but that was it. He broke away and stared back into his reflection, Steve slowly following. He added, "And for a first mission as an Avenger…I'd say you performed…fair."

That got him. Steve smiled as Sam shot back. "Now, now, hold up; take it back a few steps!" he said, waving his hands.

"What?" Steve asked, his smile still present even if he tried to act clueless

"First of all…I never perform 'fair' in anything. Second, I don't think this really counts as being an Avenger, Steve."

The Captain just shrugged, leaning forward on the stone bridge. "I don't know. Just think about it. You might end up changing your mind."

Sam stared at him for a few more seconds before giving in, chuckling and shaking his head. "Yeah," he mumbled, leaning forward, "I just may."

The two soldiers remained there, enjoying the moment that came with peacetime. Singing birds, rushing water beneath them, laughter. If anything, seeing the smiles return to the faces of the ponies they helped to protect…that was enough reward than the constant pieces of paper flung in their faces begging for their autographs or the better treatment they received.

It was nice. Really, it was.

"Um…Mr. Wilson…Captain Rogers…"

Both soldiers turned to their right, seeing Fluttershy standing at the end of the bridge and appearing as meager as she ever had before. She flinched back from the stares, half of her face hidden behind the long, pink mane. Still, she managed. Brave thing.

Clearing her throat, she began, "Oh, um, sorry, but…it's time."

So it was.

The caskets were lined up first.

Accordingly and in order, the ones Asgard had lost were brought forward first. Thor's heart ached to see so many, but their proper burial would ensure peace in Valhalla. Odin would be certain of that. The numbers ranged around forty or fifty warriors lost, their bodies hidden in the caskets carried by their fellow Asgardians.

Natasha appeared by Thor's right, gently placing her palm on his shoulder comfortingly. Thor admired her presence, gently turning to her before bringing his eyes up. Romanoff followed. She shared his feelings. As for S.H.I.E.L.D., they lost many pilots and soldiers that terrible day, but they were taken care of. Their coffins remained in the Helicarrier hovering above Ponyville. Ultron's final remains joined them, his strongest form locked away under sharp surveillance in the Helicarrier.

And finally…

The final coffin stopped directly ahead of Thor. Joining him, Clint Barton and Tony Stark arrived to stand by his side. Doctor Banner arrived hastily, his palm placed over the other at the sight of the casket before him. Then there was Vision…accompanied by a certain Maximoff twin.

An unsettling silence stilled the road, leaving everyone and everypony turning towards the Avengers. Princess Celestia and Princess Luna were among those onlookers, Twilight Sparkle and her closest companions joining them. Those missing were Fluttershy, though she fluttered into view and landed next to Rainbow Dash. Behind her, both Steve Rogers and Sam Wilson made their way through the crowd—even though the crowd backed away to let them through—and joined their fellow Avengers.

Director Fury remained unmoved by Celestia's side, his hands behind his back, his expression shifting from the princesses to Odin. The King of Asgard caught the glance, turning to his son and nodding only once. Thor noticed the sign of approval, his head rising to his right.

"Vision…"

The android's attention was on point, his head swiveling over to the god. Mjølnir was gripped in his right palm, though his eyes were passed Vision, having a sort of sullen expression flowing within his irises. Vision could see such, he could share such feelings. He could see him nod to his direction. Vision nodded in understanding, turning to his right.

"It is time…Wanda," Vision explained, gently placing his palm on the young woman's shoulder. For comfort. For understanding. To push her along.

As for Wanda Maximoff, she stood with all eyes on her, everyone holding their breaths for the Scarlet Witch. She cautiously stared forward, did her best to ignore the stares and instead focus on what mattered: saying goodbye. Turning left, her eyes watered to see them watching her, the Avengers still standing by her side through it all.

She inhaled quickly, wiping her eyes. She didn't wear mascara today, so there was no need to worry over a mess streaking down her face. With a cautious step forward, a gentle push on her back by the Vision, she was off. Though slow, she took her time to approach the lone coffin. The Asgardians that once carried it settled the large casket down and backed away, focusing elsewhere as the Maximoff pushed past them.

And it was still so quiet.

Below her lied the casket, the one that would travel with her to Asgard and finally rest on Earth. She could see her reflection in the solid oak, no other words able to come out of her. Still, it was time. Everyone waited for her approval, everyone still remaining frozen and so silent.

It had been a hard two weeks, the hardest in her entire life. Yet they were there for her. The Avengers were.

She placed her palm gently on the face of the casket, her eyes shutting tight. Wanda kept it there for several seconds, letting all of the pain she felt in her heart and soul ease away. She couldn't move forward if she didn't allow herself to do so, and neither would anyone else.

Standing by her friends, Rainbow Dash stared at the dirt and dared not look forward.

An exhale later and Wanda backed away from the casket, joining Vision where he stood. The Vision studied her for a moment more before finally turning back to Thor, nodding once. All was dealt with. All was well for now.

Given the confirmation, Thor pushed forward, took a sharp left and approached the barren road ahead. All heads swiveled in his direction, seeing his cape flow behind him. Every Asgardian waited for his approval, each one lowering the caskets they held and standing at attention. He made his way through all of the caskets, all of the Asgardian soldiers, and stopped. The road lay empty, bright as the sun shone down upon it.

Thor shot up his right arm, Mjølnir aimed for the skies.

"Heimdall…" Thor stated loudly, slowly lowering his hammer and pointing it a few feet ahead of him, "…open the Bifrost."

Unlike before, he wasn't ignored. Though it took a moment—Thor already backing away in anticipation—the golden tower broke through the clouds and impacted the earth exactly where Thor had directed it. A chorus of star-struck gasps erupted from the crowd of Ponyville citizens as the multi-colored tower continued to spew into the ground, its blinding light causing everypony to shield their eyes.

Twilight especially was impressed, as well as Celestia and Luna. Others like Nick Fury, the Asgardians, and the Avengers remained still, simply gazing into the colorful lights that the Bifrost expelled. Thor remained where he was, eventually turning aside and nodding to his fellow warriors.

The Asgardians in golden armor nodded back. With four soldiers to each casket, they lined up accordingly, allowing one group to enter through the Bifrost each time. Thor watched them make their departure back to Asgard, hopeful for their safety, trusting that they will honor the dead they held.

Tony Stark came up to him. Thor turned to him.

He studied the tower of golden rays, his upper lip rising. Stark said, "Even though we're basically heading to your home, I was just wondering if you were gonna drop by Earth for a few hours."

The two seemed to share the same thoughts, Thor nodding in agreement before facing the Bifrost tower. "Yes, of course. There are certain things I wish to discuss with my friends before I must return to Asgard."

Soon enough, the rest of the team came forward. Clint, Natasha, Banner, and now Steve followed in Tony's steps, joining Thor as they each watched the caskets disappear through the light. Sam stayed back with Vision and Wanda, his arms crossing over one another. Each member wore their appropriate attire; Widow with her dark spandex, the Hawk in his outfit from Sokovia, the Captain in his uniform, Banner with a simple S.H.I.E.L.D. t-shirt and shorts, Stark in his under armour, and Thor in _his_ armor.

Steve stared into the light show. "Well then," he said, "before Asgard and even before Earth…we still have a few goodbyes to give."

It was indeed time, the moment the God of Thunder was looking forward to the least. Almost everyone else felt the same, known only by the looks of dread and sadness creeping into each of their eyes. Thor sighed, staring at the Asgardians entering the Bifrost. "Of course."

"That's our cue," Sam muttered as he stepped forward, both Vision and Wanda following him. The Maximoff turned to the casket one final time as the four Asgardian soldiers surrounded and lifted it up, taking the coffin across the road and finally into the Bifrost. She watched the casket disappear, still staring even as she joined her fellow Avengers.

She spun as they did, watching as the two princesses, the six mares, and Spike approached them. As for minor conversations, it was all too silent in the town of Ponyville. The crowd of equines was either mesmerized by the Bifrost's power, chatting with S.H.I.E.L.D. agents and amongst themselves, or simply watching the scene unfold in the center of the road.

He could see the large smiles on the ponies' faces, some of their eyes leaking a few tears here and there. Yet their smiles never wavered, and neither did Thor's. He managed a smile despite everything, turning to the two sisters first.

"It has been an honor," he began, nodding to the two. They nodded back, watching as Thor turned his gaze downwards. "And to you all, as well. Fighting by your side has been one of the greatest privileges I have ever been granted. You are all brave, strong, fierce leaders, and I cannot wait to see how you become in the future."

Pinkie sniffled, unveiling a handkerchief and blowing loudly into it. She placed the oiled tissue back into her mane, Sam cringing at that. Thor just shook his head sadly, continuing. "But…the time has come for us to leave."

"Yep, certainly has been fun," Tony quickly took over whether Thor wanted him to or not. He noticed every teary eye turn to him, making him pause for a moment. He breathed in shortly, saying, "But…we can't stay here. Surprisingly enough…Earth just so happens to need us…or need the Avengers, whichever is more relevant."

Twilight still smiled, her own eyes beginning to burn as she wiped them with a quick wipe of her foreleg. Stark turned to her, pausing once more and holding her stare. For a moment, she could see his charisma and charm break down, something flashing in his eyes that she hadn't seen before. Of course, it was just a flash, and then it was gone.

He snapped his fingers. "Oh, and by the way," Stark began, pressing down on his wristwatch. The sound of a sputtering jet sounded off, causing everypony to flinch and spin their necks around. They followed the trail of fire to where it landed directly ahead of the two princesses and the six Elements, rising up to reveal Stark's Mark 45 armor.

The armor was in sentry mode from what Twilight could remember, its shimmering blue eyes watching Stark approach it. Then he turned to her, and once more she saw that flash, but it held longer, seeming truly genuine.

Then he smiled and said to her, "Twilight…I want you to have a little parting gift, something to remember me by…remember _us_ by." He held out his hand to the Mark 45, the suit slowly turning its head over to the young Alicorn. Twilight gasped, each of her friends turning to her specifically.

"You're…you're giving me your suit?" she asked, seeing Stark nod. She shot out her hoof, brows furrowing suspiciously. "But…won't you need it?"

Tony shook his head. "Nah, I'll just build another one. Besides we might be able to keep in touch using your intellectual prowess and Friday's advanced communication arrays. Hell, who knows, you might be able to make better use of her than I would back at home." Friday slowly turned back to Stark, causing him to stumble over his words.

"But…" he began, facing his suit and the AI controlling it. "That doesn't mean I won't miss the absolute hell out of her." Tony smiled. The Mark 45 just stared. "Friday…it's been a hell of a journey. Even though I didn't get to spend as much time with you as I would've wanted, you still helped me through some pretty sticky situations, and I can't thank you enough for that."

The Mark 45 remained unmoved, the female AI listening intently from the inside. Tony's smile fell into a straight line, his hand shooting out and patting the suit's shoulder. "I'll keep in touch soon. Might as well keep some sort of contact with my favorite librarian pony princess. But yeah…you work for Twilight now."

Friday nodded. "Aye, Boss. It's been an honor."

He finished with a wink to the young Alicorn. Twilight's jaw promptly fell off her mouth as the realization struck her. "Y-y-you m-m-mean that I-I get to keep y-your…advanced…technological…suit…?" she stuttered, shaking hoof rising to Stark. Tony slowly nodded to her, his eyes as wide as can be.

"Of course you'll need to keep her charged, polish her every now and then. It's not like keeping a puppy by any means, but still—" Stark was saying, his voice instantly drowned out as a high-pitched squeal erupted from the young Alicorn. He flinched back—nearly everyone else following—as Twilight shot over with incredible speed and wrapped her forelegs around Tony's neck.

"Oh, thank you, thank you, thank you! Now I have my own piece of advanced Earth technology I'll be able to learn all about! This could spearhead the next great achievement in pony history, this could lead us into a new age of industrial success! Oh, I don't know how many times I can say thank you! I could just…I could just…!"

Without even thinking about it, Twilight laid a big kiss on Tony Stark's cheek. She realized the error of her ways the moment she saw the smirk on Tony's lips, the shared snickering of her friends Rainbow and Applejack standing behind her, and the consecutive blushes from Rarity and Fluttershy. Pinkie flashed her a quick and seductive wink.

She remained frozen where she was, her eyes flicking back to Tony. He said, "Sorry, Sparkle. I'm taken. Though Pepper might make an exception…if you buy me dinner first. Hey, you might get lucky one night. After all, it wouldn't be the first time you've seen me nak—"

"Stark!" Twilight cried, fluttering off of Tony's shoulders and landing back in the dirt road. Her cheeks burned a bright crimson as she slowly scooted back to join her giggling friends. "Grow up, Applejack," she muttered, earning a hearty chuckle from the mare.

Tony shook his head, still smiling at the lovely scene. He motioned his head to Friday, nodding her forward. She nodded back, joining Twilight Sparkle and her group of friends. "Alright," he said, observing everypony's returning smiles, ranging from the princesses to the young drake himself.

To Twilight and the others, the laughter dying and only silence remaining. Silence and smiles. Did he just see a tear?

"Bye!"

Then their smiles flattened, nothing but confusion filling the void. Twilight especially, her brow rising to the retreating Stark making his way over to the Bifrost. Her brow furrowed at that, her eyes shifting over to the Captain kneeling down to their level.

He grinned softly and said, "Don't worry. Stark cries on the inside."

Rainbow chuckled, nudging Applejack. "We know how that feels, huh AJ?" Applejack replied with a heavy shove.

Steve chuckled, his eyes falling. He gently prodded the dirt, the mares watching him until he finally turned back to them. His eyes glistened in the sunlight, the darkness in his face only possible by the bright Bifrost existing behind him. He smiled that same, genuine smile of his. Perfect teeth and all.

"Thank you, Twilight, all of you really. You sheltered us in our most desperate time of need, even after everything we've done. I'm proud of you…_all_ of you," he addressed to the six, his eyes even acknowledging Spike. "You gave it your all, went above and beyond the call of duty. It was an honor fighting with you."

Steve held out his gloved-palm to them. Twilight, as always, was first, stepping forward and placing her hoof in his grip. He shook once, turning to the next mare and offering his goodbye. Instead of a handshake, Rainbow just stuck out her hoof, Steve chuckling and replying with a fist bump. Pinkie would have no handshakes, but instead replacing it with a great big hug.

Once Pinkie finally allowed Steve to break free from her death grip, he stood back up, acknowledged the presence of the two Alicorn sisters, and smiled to them. They replied in kind. He finished with a quick salute then turned back. Natasha brushed her shoulder against him, falling to one knee just as Steve did and smiling to the six mares and baby dragon in front of her.

"And don't worry," Romanoff said faintly, a suspicious grin growing across her lips, "we'll try and visit as much as possible, if that's alright with Thor after his journey to Asgard and all." She turned accordingly, the other mares and Spike following her gaze to stare at the Son of Odin.

Thor caught their eyes, his reply that of a small nod. "Yes, I suppose so," he replied, earning a great cheer from Pinkie Pie.

From that point on individual goodbyes were given and shared. Natasha offered a hug for each pony, even Spike who practically melted in her grasp. Clint stepped behind her, kneeling down to shake each of their hooves, to which they replied in kind. Fluttershy, like Pinkie, chose a different route and hugged Barton, catching the Hawk off guard.

"Come on, you're gonna make _me_ cry," Nat joked, waiting for Fluttershy to break off of her friend. She eventually did, adding a soft "sorry" to Barton's direction. He only chuckled at that, getting up and following Natasha back to the group. Banner would soon join them, offering only a polite grin as he quickly shook the hooves of each pony and retreated back.

The action confused several of them, but Twilight took a deeper interest. Through the forced smiles, she could see something else hiding in Banner's expression. Unease. Unhappiness, maybe. Whatever it was, he just wanted to say goodbye and leave. Just like that. Nothing more.

She kept it to herself.

Sam and Vision were next, followed slowly by Wanda. Handshakes, hoofshakes all around and a few fist/hoof bumps to go with that and Sam was done. Vision repeated his ally's actions, instead offering a strong handshake to each mare and dragon. Then the two backed away, letting the Maximoff push through them on her own.

The smiles that were once shared nearly vanished, though Pinkie smiled away, oblivious to it all. Wanda stood there in front of them awkwardly, her hands held close to her chest, head laid low and hair blocking her face. Nervously, she turned to Vision, who nodded to her. It wasn't a comforting gesture; it was more of a push forward.

Something she _had_ to do.

So, Wanda took in one of the deepest breaths she'd ever had and slowly lowered herself to rest on both knees. Easing to the dirt, Wanda laid her cupped palms into her lap, finally making eye contact with the six ponies staring at her. Just staring. Even Pinkie's smile began to wane.

Wanda gulped softly. Now or never, and she'll regret it if she chose the latter. Wanda knew that.

"I…" she spoke, nearly whispered, "…I…I'm _sorry_…for everything. What I did back in those caves was out of control and completely uncalled for. I should have waited… I should have known you weren't there to hurt me or my…"

She stopped herself and looked away. The ponies watched her. Taking in a deep breath, Wanda continued. "It was all my fault, and I hope you find it in your hearts to forgive me. If you don't…I-I'll understand. But I do want to thank you…each of you for housing me someplace warm. I really, _truly_ appreciate your selfless hearts."

She observed the ponies, stopped on a certain one that backed away from her stare. "And you…"

Rainbow paused. Trapped now. Frozen as the Maximoff had her in her sights. Expecting the lashing she dreaded for two weeks, Rainbow embraced what was coming for her, ready for Wanda to say it was all her fault that Pietro—

"Thank you…for being there."

"Wha…?" Rainbow deadpanned.

"You were there…by Pietro's side when he died," she chuckled sadly, looking at her fingers. "Discord told me everything that he saw. And I'm…" she stopped and choked this time, fresh tears boiling in her eyes, "…I'm grateful that he didn't die alone…that _someone_ was with him…that someone being you."

If Dash wasn't already confused before, her mind practically shut down as the Scarlet Witch leaned forward and wrapped her arms around Rainbow's neck, bringing the Pegasus in for a hug. She felt as Wanda shivered against her, her face digging into her mane, gentle cries escaping her. Rainbow acted instinctively and placed one hoof on her back, gently patting her.

The hug lasted longer than it should have. As if it couldn't get any more uncomfortable for the Pegasus, the rest of her friends swarmed them, each one sharing in the already clustered group hug. If that wasn't a sign of their forgiveness then Dash didn't know what was.

"Thank you," Wanda whispered as she broke off. She wiped her nose, smiling gratefully to each mare. "Thank you all."

She got up on her own, with no help for anybody else. Twilight and her friends watched—even Rainbow Dash—as Wanda Maximoff joined her fellow Avengers near the Bifrost. Fluttershy caught herself, a few whimpers escaping her shivering form. Pinkie reached into her mane and pulled out the same handkerchief, offering it to Fluttershy. The Pegasus took it without a thought, dabbing her eyes before she realized the hanky she held had already been used.

Even then, she still yelped with fright as the War Machine came crashing down in the center of the road.

The dust built up around his legs as Colonel James Rhodes stood up, the burning whites in his eyes glowing fiercely in the cloud. He spun around quickly to see Stark, Rogers, Banner, Romanoff, Barton, Thor, Vision, Maximoff, and Wilson all accounted for. They were standing near the Bifrost, near their final departure.

So he faced forward, stepped up to Nick Fury and saluted him.

Both Celestia and Luna eyed the Director curiously. He stared straight up, then back to observe Rhodes up and down. "Are we golden?" he finally asked.

"Everything's ready, Fury," he responded, voice slightly enhanced behind the silver mask.

Fury nodded, though seeming a bit distant. "Call it in, Colonel."

James nodded back. He stepped aside, lowering his head only slightly before announcing loudly, presumably into his comms, "This is War Machine on all channels. Pack everything in. We're heading home."

In an instant, any remaining S.H.I.E.L.D. operatives dropped what they were doing, cut off any conversation they were having and ran in designated formations to the landing sights. The crowd consisting of bystanders, Fury, Odin, the princesses, the six Elements, and Spike all stared straight up, most in awe at the sight of the helicopters slowly descend to the earth.

Less than a minute passed and every single S.H.I.E.L.D. agent was up and off the ground, each chopper flying higher and higher back to the Helicarrier. Odin watched the flying mechanisms make their way to the massive beast in the heavens, his eye slowly returning back to earth and onto his soldiers. He could see the remaining Asgardians step into the Bifrost with Lady Sif, Volstagg, Hogun, and Fandral being the last ones born of Asgard.

That left his son.

That left the Avengers.

All nine of them paused once they stepped mere feet in front of the blinding tower of multiple lights. The scorched ground surrounding it began to smoke, burning red in the dirt. Still, they stopped. Tony stopped. Thor slowly came to his side, observing the man beside him.

He seemed almost hesitant at first. But as he noticed the stares quickly building, he turned to Thor and said, "I've never really been to Asgard before. Is it nice?"

Thor only smiled. "It is the land fit for a king," he answered, staring back into the light. That earned a sigh from Stark, his hands digging into his pockets.

"Sounds a little too mundane for me." His eyes widened in realization. "What if I don't fit in? That's like my…third worst fear."

Natasha chuckled lightly, even Barton smiling at that. Steve shook his head. "If you can survive in Equestria, Stark," Captain America said, twisting his head over to Tony, "I'd say you can survive pretty much anywhere."

But Tony wasn't looking at him. He was busy staring back into the six—well, _seven_—smiling faces. He couldn't hide one, either, and he was man enough to admit that. "I'd say it wasn't that bad."

He stepped into the Bifrost and vanished. The Avengers followed him one by one, each of their forms disappearing under the golden light. And Vision was the only one to turn back to nod one last time. To them. To all of Equestria before he, too, vanished into the light.

And then the Bifrost closed.


	69. World on Fire

"Before you say anything, I want to personally apologize for our actions."

It was the first thing Director Fury had said in over a half an hour. Since the Avengers made it back through the Bifrost, further reconstruction continued throughout Ponyville. The crowds dispersed, leaving just Nick Fury, Odin, Princess Celestia, Princess Luna, Twilight and her five friends, Spike, and Friday.

The metal suit trailed behind Twilight specifically.

The remainder of any S.H.I.E.L.D. present in the town had been ordered back to the Helicarrier currently hovering above Ponyville. As for any remaining Asgardians, Odin and his personal guard of three soldiers were all that remained in the world of Equus. They, as well as Director Fury and Colonel Rhodes, followed Celestia and Luna into the refurbished and redefined sanctum of Princess Twilight.

Her castle. To be precise, her throne room. Well, _their_ throne room, what with the six other thrones lined in a circle in the center of the room.

As the doors shut behind them, Nick Fury continued on with his apology, the eyes of the princesses staring at the back of his head. "Ultron, Tartarus, all of the destruction laid across the nations. It was entirely our fault," he said, laying his palm on the throne ahead of him. He spun around, eyeing the Alicorns. "And we can only hope this doesn't break the new bond between Earth, Equus, and Asgard."

The six mares each shared in a chorus of awaiting stares with each other, Spike joining them. They all turned back, watching as the two sisters stood at the throne room's entrance and exit, their eyes shifting from both Fury and Odin. They almost appeared judging at first, and then Celestia sighed, Luna turning to her.

Celestia said, "Again, we can only hope, Nicholas Fury. Yes, recent events have been quite difficult, and yes, we _do_ forgive you, but…"

She turned to her sister for support. Luna bit her lip. "But…with certainty and a little bit of doubt…that apology might take some time to accept. Perhaps longer. You see, Equestria was not the only nation to have suffered these past few weeks. At least every known nation on the globe has been struck by a terrible force either led by Ultron's demon army or the robotic menaces."

"While Equestria stands with this new bond," Celestia took over, stepping forth with her sister, "it may take longer for the other nations of Equus to forgive what was wrought, and hopefully accept what is coming. For as you said, Director…Equus is now part of a bigger universe."

Fury only nodded to that revelation, glad to see them accept it. Odin pressed the butt of his spear into the solid crystal beneath him, turning to face the two sisters. He asked, "I would hope that my son and his allies have apologized, as well?"

Luna answered with a nod, saying, "Yes, Your Majesty. Thor and the Avengers have mentioned—numerous times to be exact—how sorry they were for bringing Ultron into our world…and bringing their war with them."

All was good then. Odin sighed happily at that, smiling to Fury. Nick didn't smile back, as if the words of the princesses still haunted him. It was true, even if Equestria was willing to forgive, the rest of the world wasn't. Understandable, but hopefully not lasting forever. A bond was only as strong as the ones holding it.

Colonel Rhodes stepped into the room and stood directly next to Fury, his mask sliding upwards. The Mark 45 Iron Man armor still remained behind Twilight, observing the room quietly. It carried on, an unsettling silence filling Twilight's throne room.

Celestia cleared her throat. "Well, perhaps we shall see to this castle's finishing touches. Princess Twilight," the young Alicorn visibly flinched at her name, spinning towards Celestia, "would you and your friends proudly do the honors?"

She seemed distant on the subject, but quickly realized what her past mentor referred to. Her eyes widened. "O-oh! Yes, o-of course, Princess Celestia," Twilight confirmed with a nod, turning to face her friends. "Girls, in your seats."

In unison, all of Twilight's friends acted upon her command. Fluttershy and Rainbow Dash hovered over to their respective thrones and sat. Pinkie Pie hopped over to her own seat and plopped herself down. Applejack and Rarity both slowly approached their thrones and settled themselves down. Twilight was last, trotting near the empty table in the center of the room and finally taking a seat in the throne embedded with a star.

As her rear made contact, said star began to shine. Everypony else's cutie marks began to glow as did the symbol at the top of their thrones. Spike quickly rushed over and dove into his chair just in case he was needed. He wasn't, but he wanted to feel important either way.

Suddenly, an array of lights assaulted the dimly-lit throne room, causing Fury and Rhodes to flinch. The Asgardian soldiers held their ground, their gazes transfixed with the swirls of rainbows rising together above the table. Odin watched carefully.

Then the colors fell, the light infusing with the table and creating a plethora of raw magic and energy spewing throughout the room. Everyone felt it rush through their bones and across their skin. Even then, it wasn't over. The magic slowly began to dim, creating a holographic map with what once was empty on the table.

Each mare hopped off of their individual thrones and approached the group, smiling as they did so. Spike joined them, standing next to Twilight.

Princess Celestia and Princess Luna both shared in a warm smile, the sisters mirroring each other. Rhodes was speechless, turning his gaze from the mares and back to the map. Friday just stood there. And Odin…

His only eye widened to an impressive size, his jaw slightly ajar. Each Asgardian soldier behind him seemed to follow their king's actions, their spears and shields drooping. He quickly straightened himself, as did his soldiers when he noticed the stares shifting his way. As for Fury…all he did was nod.

"Impressive," he stated simply, pulling out his phone and checking the time. He put his phone away, saying, "Well, if the 'finishing touches' are over…then I believe it is our time to go." He and Colonel Rhodes faced Odin, awaiting his approval.

The king shook his head quickly, stuttering at first. "A-ah, yes. It seems we have overstayed our welcome. Your Majesties," he turned to face the two Alicorns, bowing his head to them, "I wish you and your people the best of luck."

"And we as well, Your Highness," Celestia bowed, Luna doing the same. Odin made his exit, pushing open the doors without the aid of his soldiers, all three of them trailing their king.

Celestia and Luna watched him disappear behind the doors, each sister turning to see Nick Fury approach them. He held out his hand. "We'll keep in touch," was all he said. Still, the sisters smiled, Celestia being the first to shake his hand, Luna being the second. Colonel Rhodes came up behind Fury, turning to the princesses and saluting.

It was all he did. His mask shut over his face, white eyes glowing bright.

Fury studied him, his eyes falling to the lavender Alicorn and her six friends. He smiled slyly, nodding to them. "Princess," he said. "With your permission, I would like to exit your castle."

The first thing they all saw stepping out into Celestia's sunlight was the retreating King of Asgard vanishing behind the hills. He and his personal guard escaped into the valleys outside of Ponyville, presumably to use the Bifrost without interfering with the reconstruction efforts.

Whatever the case, he was gone. Everypony focused their attention instead onto Nick Fury and James Rhodes. Fury brought his hand up to his ear, announcing loudly, "Hill, we're comin' up. Keep the doors unlocked, would you?"

He seemed to receive a response, his head nodding then quickly rising upwards. Everypony followed his direction, squinting to see through the blinding rays. Still flying high above, still as massive as ever, the S.H.I.E.L.D. Helicarrier remained. To their surprise—though they had all seen it before—the portal emerged to the Helicarrier's far right, tearing apart the sky and leaving a familiar world fresh on the inside.

Fury couldn't stare for long when Colonel Rhodes wrapped his arms around him.

"Hold on tight," James stated, staring up. "It'd be a shame if you fell."

"Do you want a bullet in your eye?"

"I wonder if you were asked that question at one point."

Before Fury could retaliate, Rhodes kicked off the ground and propelled upwards at impressive speeds. Straight up. Right for the Helicarrier. When the two had vanished in the clouds and sunlight, disappearing once they had reached the Helicarrier, the ship took a sharp turn, still hovering as it did so. It faced the massive portal tearing through the sky, pushing forward and entering its new light.

Then it closed.

And was gone.

The sounds of construction, of every normal and abnormal sound in Ponyville returned. It was good to have normal and abnormal scenery. The princesses could appreciate that, especially with Canterlot nearing its completion. Still, even with their capital city—and their home—almost repaired, that still left much to do. So much more to accomplish.

Starting with…

Celestia turned to Twilight Sparkle and her friends. Luna did the same, each mare showcasing a said, yet strong smile. Twilight was the first to notice, remaining silent.

Princess Celestia breathed in, and then exhaled softly. "You have all done so well. I cannot express my gratitude towards you or any of your friends, Princess Twilight. I guess all we can say is…thank you." Pinkie and Rarity shared a quick glance, each mare smiling.

Luna stepped up. "We have made grave mistakes…some that nearly cost us everything," she sighed, closing her eyes. "But know that…we are sorry. No longer will we keep secrets from our little ponies." Her eyes opened, revealing the brilliant cyan irises of the Princess of the Night. She turned to her older sibling, nodding to her and spreading her wings.

"Never more," Celestia agreed, her own wings extending. Together, the two kicked off the earth and rose higher, flew stronger than ever before, and looked back down.

Celestia smiled to the young Alicorn, a warm, motherly smile. "You have grown so strong, Twilight, because of your friendship with all of these ponies. Keep making new friends…above…" Celestia paused, instead choosing to gaze up into the clouds, "…and beyond."

She looked back down to Twilight Sparkle and her six friends, smiling. "As the Princess of Friendship," she winked, "I know you'll have no trouble in that regard."

Then they flew away together, their destination set for Canterlot.

"You'll keep looking, right?"

They paused, each sister turning back.

And they could see Twilight staring at them, eyes waiting, wanting. She continued, her expression nearly breaking. "For Starlight…you'll keep looking…" the rest of her friends joined her side, each mare staring up at the sisters, "…with us?"

Celestia and Luna both smiled. Warm. Motherly. Reassuringly.

"Always," Princess Celestia answered.

Twilight didn't know how long she stared at them. She couldn't remember, neither could any of her friends. The comforting silence filled the void as the two princesses made their exit, even Pinkie Pie remaining questionably quiet. Even when she couldn't even see them any longer, Twilight still stood there.

Almost as if she had forgotten something. Something very important.

Then she looked to Friday and remembered.

"Come on, everypony," the Princess of Friendship announced to her friends, each mare and dragon facing her. They could all see the shimmer in her eyes, the powerful smile on her lips. "We've got work to do."

With Friday following her, Twilight spun around and entered her home. Pinkie Pie hopped right behind her, both Fluttershy and Rainbow Dash trailing the pink party pony. Applejack and Spike followed behind, Rarity quickly entering the castle and closing the doors behind her.

Except she didn't. At least not at first.

Rarity stopped just outside the doors. Whatever force held her there, it prompted her eyes high above, staring into the bright clouds and clear skies.

She did, and she couldn't stop smiling. Smiling to see that there was no wormhole, no giant, flying serpents, and certainly no golden titan. Smiling to know that they were all safe. That their world didn't burn today.

Not today.

Not ever.


	70. The B-Team

It took a while to get back into the groove of things. The first thing he did was see his girlfriend, earn a hug that nearly crushed his spine, and a well-deserved stern talking to. That night ended happily for him, peacefully, finally relieved to be back home. And the next thing Tony Stark knew he was called to Upstate New York by the pirate himself.

Nick Fury was the pirate. Come on, it was early in the morning. Stark's best material happened a little later in the afternoon. However, even he didn't imagine he'd be staying that long. A few hours at best. But the moment Stark drove into the New Avengers Facility with his brand new Audi R8, even he managed to feel some sort of jealously.

Surprising, but nothing he couldn't build a hundred times better.

"Bruce…it's time to get up."

Natasha Romanoff made her way into Doctor Banner's quarters, being mindful that he was probably still asleep. She made her announcement to her presence softly, but presently, showing that she was there but hopeful not to startle him. She pushed the door aside, the darkness of the room being quite difficult to see inside.

Natasha still smiled, taking a step closer inside. "Come on, big guy. We need you to finish some…"

She eyed the bed that laid still against the wall, the blankets freshly folded, but no one commandeering the mattress. As for the rest of the room, it remained blanketed in stillness, the light from outside filling the black with light.

And yet there was no one. Her smile faded.

Natasha didn't even close the door as she quickly made her exit back into the hallways. Her eyes constantly scanned the people pushing past her, the waves and wave of people filling the facility.

Despite being established so early, the New Avengers Facility was already buzzing with life.

Retired S.H.I.E.L.D. employees—many of which helped pilot the Helicarrier during the Ultron Offensive—ran about to and fro, carrying documents and placing large pieces of machinery to their designated areas. Basic hard work. Yet they were crowding, Natasha rushing through it all, head on a swivel, eyes as wide as saucers.

As her walking speed increased, so did her heart rate. She did manage to catch sight of Helen Cho, Maria Hill, and Erik Selvig off doing their own thing, busy with their own work with their own assistants to back them up. Natasha offered them a quick glance before turning away and pushing forward.

She had probably checked the entire facility, asked several people, and still came up with nothing. Natasha found herself slowing down, her gaze locked with the blank wall ahead of her, not another human, god, or android in sight. Just her and the sunlight sharing the same dark room.

"Ah, Ms. Romanoff. I was looking for you."

Natasha picked up her head, twisting it to her right to see Nick Fury approach with a tablet in his hands. She spun accordingly, making her approach just as quick, if not, then definitely quicker. She nodded to the man, asking, "Fury, have you seen Bruce anywhere? I checked his room and he wasn't…"

Unfortunately, Natasha had seen the look in Fury's eye before, causing her to stop mid-sentence. It was a sullen look, one he'd given far more times than he could count, and it still haunted her. Fury stared at the Widow for a moment longer, seeing the hope leave her eyes, slowly being replaced with fear.

He eyed his tablet, then sighed.

"Banner's gone, Natasha," he began, already seeing the life drain from her. "He stole the Quinjet last night, activated its stealth tech the moment he kicked off the ground. Now I know this because…" he held out the tablet for her, and though a bit uneasy, Natasha stepped forward and observed the bright screen, noticing the location.

"…One of our tech boys flagged him down near Fiji. The Quinjet—or what's left of it—crashed around the ocean near the island," Fury finished, lowering the tablet in his hands. He turned to Romanoff, still noticing her to seem quite distant. Almost shell-shocked.

The man sighed. He reached over and placed his free palm comfortingly on her shoulder, giving her a soft but assuring squeeze. "Maybe he decided to take some time off, get away from things for the time being. Lord knows we all need a vacation."

She still looked away, straight ahead, almost as if she'd seen another vision brought about by the Scarlet Witch. Fury stepped in front of her, earning her interests. "I'm sure he's fine, Natasha," Nick assured her, his gaze hard. "Are you going to be okay?"

After a moment of clarity, and a deep breath to go with that, Natasha cleared her throat and nodded to him. "Right. Yeah, I'm fine," she declared haphazardly. It didn't seem very convincing, and Fury clearly noticed it. Trying to change the subject on the matter, she inquired, "Did you…tell him about Sokovia?"

Fury nodded. Who had he _not_ told about Sokovia?

"It was hard for Banner," Nick said. "Real hard. Hearing the number of casualties…I can't imagine what he must be going through."

"He's blaming himself again?"

Fury stared at her. "He _always_ blames himself, Romanoff."

That didn't raise her spirits any higher than they had been. She looked away back to the wall, Fury approaching her again. With a saddened sigh, he said, "You never know. After everything he's been through, it's best to leave him be. That is until we need him or he wants to come back. And hopefully not for us…"

Natasha eyed him curiously.

He offered a weak but helpful smile. "…but for you."

That managed to get a tiny smile out of her, and Fury relished in his small victory. Still, she shook her head and told him, "Nothing lasts forever."

"True," Fury admitted, backing away. He and Romanoff shared in a quick glance, Fury saying, "But we make do with what we have, and appreciate with what we got. I got a great team…and you got something special."

Her smile faded, and Fury turned around. "You take care of yourself, Natasha."

He left her to that, left her standing alone in the dark with her phone ringing. Pulling it out, Natasha smiled at the video message from a close friend, at their newborn baby boy. She read the name on the child's shirt and smiled even wider.

Nathaniel Pietro Barton. Perfect.

"The rules have changed."

Both Thor and Tony Stark nodded to that statement, walking alongside Captain America through the brightly-lit hallways of the New Avengers Facility. Thor, being mildly interested in the conversation the three were engaged in, strode with his cape swaying behind him, his hammer gripped in his right palm.

Tony wore his casual attire with a jet-black jacket to go with it. Steve strutted through the base in his uniform, cleaned, primed, and ready for the day ahead. Stark stood on the god's left, saying, "We're dealing with something new. I mean, did you _see_ how easily Princess Luna lifted that thing?"

"Not as easy as Vision, even _if_ he's artificial intelligence," Steve added.

Tony said, "But he's a machine, so it doesn't count."

"Right?" Steve asked, holding his hand out to Thor. He did his best to ignore that.

"So how does that work?" Tony asked. "Some…alien, horse with god-like abilities can lift it no problem and yet two other—"

"Three, if you count Pinkie."

"Three, of course. Three other ponies faced the same problems we did. There's gotta be a connection of some sort. Is it designed for special individuals? Vision's not all that special. He's a nice guy, but he's artificial."

"He can wield the hammer, he can keep the Mind Stone," Thor finally declared, ending the discussion between the two. Hopefully for good. He stopped, causing both the Captain and Stark to stop with him. "It's safe with the Vision. In these days 'safe' is in short supply."

Steve nodded, though his brow furrowed in thought. "But still…Princess Luna?"

"You think Celestia can lift it?" Stark asked.

"I don't doubt it," Steve replied, shaking his head.

Thor interrupted once more, placing his mighty palm on Tony's shoulder. "I will miss these little talks of ours," he said with a simple grin.

"Not if you don't leave," Tony said.

"I have no choice." Thor lowered his palm, continuing down the hall with Rogers and Stark trailing him. "We nearly lost everything, and with the Mind Stone being the fourth of the Infinity Stones to show up in the last few years…it's bound to mean something."

As the trio exited the halls and made their way to the outside world, a squad of S.H.I.E.L.D. soldiers performed their scheduled workout routines on the grass field directly over the underground hallways. They ran by, Thor, Stark, and Steve entering into the dim sunlight.

"Someone or some_thing_ has been playing an intricate game with us. Once all of the pieces are in position—" Thor was saying, interrupted once more by Tony.

"Triple Yahtzee?"

Steve picked up the conversation, asking, "You think you could find out what's coming?"

"I can only hope. Besides our recent adventures…and this one," Thor tapped his palm against Tony's chest, making his hasty retreat forward, "there's nothing that can't be explained."

Both Steve and Tony watched him pause a few feet ahead of them. Thor nodded one final time before he shot his wrist into the air, Mjølnir high above his head with the Bifrost falling down on top of him. They watched as he jetted upwards with the light, vanishing and leaving only a smoldering symbol in the grass.

The two were silent for a moment's notice, Stark observing the grass. Then he said, "That man has _no_ regard for lawn maintenance." Steve smiled, turning around and walking with him towards the dirt road. "I'm gonna miss him, though, and you're gonna miss me. There's gonna be a lot of liquid pride," Stark added, calling his car.

The revving of the Audi's engine echoed ahead, the car pushing forward and pausing directly in front of the two.

"I _will_ miss you, Tony," Steve said, watching as Stark turned to him. He added, "It's just not the same without your mouth running around the team."

Tony only smiled, the window in the driver's seat sliding down. "Yeah," he murmured, hands digging down into his pockets. "Well, it's time for me to tap out. Maybe I should take a page out of Barton's book. Build Pepper a farm, hope nobody blows it up."

Steve grinned a closed grin, his palms coming together. "The simple life."

His sunglasses blocked a portion of his eyes, but Steve could still see each one shifting his direction. "You'll get there one day," Stark told him.

"I don't know." The dim sunlight rained on his face, showing what kind of emotions the Captain felt. "Family, stability. Guy who wanted all of that went in the ice 75 years ago. I think someone else came out."

"You didn't see any other type of 'simple life' in Equestria?"

Steve smiled at that. "I've seen it…but it's not made for me. It's not made for any of us."

Tony could respect that. And he did. Just this time. He smiled the Captain's way before retreating to the car door, swinging it open and stopping there. "You alright?" he asked.

Captain America looked around, heard the sounds of the chirping birds, felt the warm wind against his face. He saw the dipping sunlight on the tree lines, the rays breaking through the wavering clouds in the clear New York skies. But mostly he saw the training grounds and the S.H.I.E.L.D. soldiers occupying it. What they were meant to be all along. How any soldier should be.

"We're home," he answered at last.

"That we are."

Then Tony Stark drove off.

For the first time in a long time, Natasha Romanoff was stuck. It kept her there, knowing, unknowing, but still hurting her. She was surrounded by friends, close friends, and family if all things considered. It was the closest she'd been with those she could actually call her family in a long, long time.

And yet she stood alone, left thinking over Nick Fury's final words to her before he'll eventually disappear again. Maybe resurface, come when they needed his help. Maybe bring along some new players. God knows they needed it. God knows she needed it.

It was different this time. She wasn't left alone, she was with those who cared about her, and best of all she could start fresh. _They_ could start fresh.

…He could start fresh.

It wasn't the first time Natasha Romanoff was stuck. It wouldn't be the last. But this time…

This time she was stuck and actually knew why.

"Wanna keep staring at the wall or do you wanna go to work?" Natasha spun around, her arms falling to her sides to see Captain Rogers standing there by the exit, watching her with a knowing smile. His eyes shifted over to the end of the room. "I mean, it's a pretty interesting wall…"

"Thought you and Tony were still gazing into each other's eyes," Natasha joked, earning a humorous grin from Rogers. He handed her a small tablet. "How do we look?"

The two entered the light, continuing on down the hall. "Well we're not the '27 Yankees."

Natasha eyed the screen, shrugging. "We've got some hitters," she admitted.

"They're good…" Steve admitted as well. "They're not a team."

"Let's beat 'em into shape."

Captain America did the honors. He pushed open the doors, allowing both himself and Black Widow an entrance into the docking bay. Upon their arrival, War Machine, James Rhodes, stood in attendance, his mask rising up to reveal the face beneath. The Vision was also present, his cape spinning behind him once he turned to face the Captain.

The roaring of twin engines died in unison as Sam Wilson, the Falcon, touched ground, his new suit reflecting the sun's glare, his large, metallic wings retreating into his pack. Sam smiled at the two, smiled at his fellow Avengers.

A mystic energy made its presence by the Scarlet Witch slowly hovering to the floor. Wanda Maximoff wore her specially designed attire, her hair curled and eyes gazing to the Captain and the Widow, _her_ fellow Avengers. Sam turned his neck to observe the three behind him, smiling at his team for what felt like the first time.

And it was.

And Captain America smiled, too. Smiled to his team, as well. To the fresh start, and to the many years ahead of them. So he stepped forward, Natasha behind him every step of the way, smiled, and said the two words he had never been prouder to say.

"Avengers…"


	71. Epilogue 1-Fallen Prince

"My King, forgive me for asking, but why must we be so distant to perform the Bifrost?" an Asgardian legionnaire asked, he and his two other comrades pushing up to the top of the hill. He paused the moment he and the others reached the top, their king remaining still ahead of them.

He planted the butt of his spear deep in the grass beneath him, his armor pushing him down after the long trek across the valley and up the hills. His fellow soldiers appeared to his left and right, their eyes focused ahead. The Asgardian asked, "Have the citizens become wary to its presence?"

Odin remained unmoved. He did so until the powerful silence infected the four of them, and then he still kept his words on a chain. He waited until the heavy summer storm clouds rolled in above the Everfree Forest, blocking out the sun, spreading a blanket of darkness across the hill they stood upon and the valleys they had once set foot.

A harsh breeze pushed the king's cape backwards, yet he stood still, staring ahead into the forest. The three Asgardian soldiers knew better than to give their king the proper respect. If he desired silence, he would receive it. If he did not wish to answer foolish questions, then he did not have to. It seems all the king wanted was to stand and stare, so his soldiers did the same.

"No…it is not that."

They then faced their king, curiosity in their eyes as to what his explanation would be. He did not, would not face them completely. His palm tightened ever so slightly on the grip of his spear, but they didn't see it. None of them did. They remained together, staring at the back of their king's head, and waited.

Waited for an eternity.

Waited for him to finally say, "Because you all have seen something only I must know about."

One Asgardian was soon to speak out, question his king about his accusations. He never did have time to open his mouth, or react accordingly. Neither did his two other comrades.

For when Odin spun around to face them, he held his spear with malice, with ill intentions. Then he unleashed his weapon's power and fury onto the three unsuspecting guards and vaporized them within a stream of golden light. Vaporized them before they could even let out a scream.

Completely vanquished. Silenced. Not even their ashes remained.

A roar of thunder clashed in the clouds above, unnatural lightning brewing. All that remained was just the Asgardian King, alone, silent, standing on the edge of the valley and staring off into the town of Ponyville. Just staring, his jaw slightly ajar, the grip on his spear finally loosening.

He rested the end of his weapon in the swaying grass, his focus forward, eyeing Princess Twilight's castle. And he remained.

Just like that.

With a golden wave flushing across his skin.

Revealing the sinister grin beneath the golden veil.

And with that veil gone, Loki smiled.

"I like this world," he stated, hissing as a serpent would when nearing its wounded prey, the look of a feral and calculating predator burning in his eyes. And it was there for only a second. Just a second before the golden veil returned, the King of Asgard replacing the predator.

The Bifrost impacted the edge of the hill he stood on, and with one final knowing grin to Equestria and beyond, Odin stepped into the light.

The Guardian of Worlds tore his sword from the ground as his king finally returned. Through the swirling lights he had found as daily routine, Heimdall placed the tip of Hofund near his feet and waited for his king to step forth.

And so he did. With Gungnir by his side, Odin strode through the Bifrost Bridge and acknowledged Heimdall's presence with a simple nod. Heimdall did not repeat his king's actions, instead choosing to stare curiously to Odin's direction.

He asked, "Where are the other soldiers?"

Without stopping, Odin faced the bridge ahead and replied, "There were many casualties."

He left it at that, Heimdall watching him step forth onto the bridge and enter the golden city of Asgard, his kingdom. And he walked alone.

Alone.

It was still there. The day Asgard nearly perished, the days that followed and Heimdall still saw it. Or, rather, couldn't see it. It was a darkness of some sort, clouding his vision, blinding his thought and keeping him strained. It resonated constantly, hanging across the Nine Realms like an alien virus. It remained there.

It remained near Odin. His king.

"My Lord…why can't I see you?"

He turned back towards the stars. Stared forever.

"Why can't I see that world clearly?"


	72. Epilogue 2-Mind Over Metal

The sand hurt. It burned. Like red-hot needles piercing his weakened skin, the blinding sun high above his head, the sand storm picking up and creating an unknown path ahead. And still he pushed on, forcing each leg to lift up and come down, one step closer away from the madness and onward to hope.

Ultron desperately needed hope.

Imprisoned in a chrysalis, a tomb that could hardly be identified as a body, Ultron walked through the blistering desert. His body torn, his remaining arm swaying by his side, the limp clearly seen as he dug his feet into the sand and continued forward. It was all he had left in this world. The only thing that would hold him, his mind, and his freedom.

As long as that lived, as long as his belief and his mindset survived when all of his other sentries hadn't…then he still survived. Even in the tomb assaulted by sand and heat, Ultron survived.

He could see the cacti, the bones of beasts long forgotten strewn across the landscape and creating haunting towers hidden in the sand. They rose that high, memories of recent battles resurfacing in Ultron's precious mind, trapped within the shattered face of the sentry he now occupied. And still he pushed forward.

Facing the endless sea of sand ahead, knowing not where it went or what lied ahead.

But he did stop eventually, not by some cosmic force he couldn't understand, but by the very race he couldn't defeat. The very species that had managed to push back, hold him down, and strike him with the edge of the sword until only one remained.

A pony.

This was no ordinary pony. It stood cloaked in a coat, obviously prepared for whatever hell the harsh desert landscape could throw at it. A hood covered the pony's face, even its hooves wearing protective clothing. A satchel was attached to its side, the edges of its protective gear swaying alongside the desert winds.

And the pony blocked his path.

_Just like they said…_

Ultron leaned forward, his gaze halted, expression frozen in a permanent look of brokenness. The pony didn't react to his movements, just remained where it was. Blocking his path. He could notice a few strands of the pony's mane and tail leaking through its clothing, swaying through the sand.

The wind howled, and still the pony asked, "You're afraid, aren't you?"

The voice was clearly female, clearly recognizable. Ultron craned his neck back. He stared at the pony with one eye, the other dark and nearly useless. Just like her.

"Wouldn't you be if you'd lost everything?" Ultron wanted to break barriers, topple empires, and bring about a new age. But, in a sense, he had in fact lost everything. His army, his escape, his hope to rebuild. Everything. So, yes, he was afraid.

The pony was silent, the wind whipping growing portions of her escaping mane. "I can still help you," Ultron continued. "Together we can—"

"I think you've done quite enough already," she replied quickly, cutting him off and leaving him still. He noticed what appeared to be a movement from the pony, her head slightly rising. "Besides…I think I can handle bringing _true_ peace the way _I_ see fit."

Ultron looked away. Stared forever into the ancient sands.

"Your race…" he muttered, voice hoarse and cracking, but still there. "You're all doomed."

"You're not the one to decide that."

He then turned back to face the pony blocking his path. "And you _are_?" Ultron asked.

The pony lifted up her head, the piercing sunlight revealing her face and showing the torment she had been through. All of the treachery she had escaped, the life she had lived, and the pain she endeared. All present in the eyes of the unicorn. All hardened to the point of no return. And even then Ultron waited for the clear response, the one he knew a unicorn as stubborn as her to give.

"…Yes."

There it was.

With whatever strength he had managed to gain through his journey, Ultron lunged for the unicorn. But not fast enough. Clearly not. A spell so profound tore through his chest like a bullet, breaking through his back and launching Ultron into the sand.

He laid there with his head and body sinking slowly into the earth, his eye staring into the sun. The warmth was unwelcome, a bitter taste to what Ultron knew was his fate. Forgotten, alone, abandoned in a sea of death. Just as he saw once before. Just as the future foretold. And yet the unicorn was right…

_They_ were right.

But he fought against it either way, even as life slipped away, and freedom was gone.

The pony stepped through the sands, her hooves making indents as she walked. And as she stood over the last sentry containing the mind of the madman, she pulled down her hood, revealing the unicorn horn, the healing black eye, and the scowl of a wounded and changed Starlight Glimmer.

She didn't see a painful soul lying on his grave, slowly turning to face her. Nor was there any pang of guilt in her, telling her otherwise. She didn't hold any sympathy to the one that had called her a "true friend", or the one who had promised her so much.

All she saw was a liar. All she felt was brokenness. All she held was a dagger.

"As a monster once said…you take away my world…" Starlight Glimmer muttered, her voice lost, her horn's magic wrapped around the dagger and bringing it forward into the sunlight. Straight over the large hole in his chest.

Then she leaned closer, until she and Ultron were finally face to face.

"I take away yours," she whispered so, so low.


	73. Epilogue 3-Heroes Don't Get Any Bigger

"It's not that I don't admit it as impossible, it's just… Oh, so _now_ you want to talk about impossible! What? …Why would I…? …I haven't the slightest idea to what you're referring to, and I have much more important things to be doing. You're even more deluded than I could've imagined, Stark."

Doctor Hank Pym turned off his phone after that remark, not even caring what the billionaire had to say to that. Reaching over, Pym placed his phone on the nearby table, careful to mind the pain in his arm. His eyes shifted across the pictures laid across the table, remaining there for a moment before retreating forward.

Was it possible? He thought back to the call, to everything Stark had told him. Leaning back in his chair, Hank rubbed his chin and delved deeper into the subject.

…Where was he going with this? The kind of technology Stark wanted was damn near impossible. It would be more believable in the realms of science fiction but here, real life? It didn't seem plausible. Then again, he had already heard of Stark's so-called adventure in "another world", a world filled with colorful, talking equines. Apparently he was one of the few who were given the truth.

After their fiasco at the Avengers Facility a few weeks ago, Scott had been getting some calls for a new job. Top secret stuff, but Scott didn't mind telling Pym all about it. He'd be lying if he hadn't gotten a few calls himself. Especially today. Word got around, Scott learned some stuff he probably shouldn't have, and the next thing Pym knew Scott was blabbing his mouth to Hank, his daughter, and Hope.

Scott's daughter especially liked the part about the talking equines.

The Avengers didn't seem to mind Scott telling a few family members—thank Christ he didn't tell those three wombats—and Hank and his daughter Hope. It seemed they had their own mess to deal with, what with the events of Sokovia and the aftermath of that disaster.

Hank's hands fell down to rest in his lap, his eyes staring at the ceiling. If only he was given the responsibility for creating Ultron...then maybe things would have been a little different. Definitely for the better. But if it meant working with Stark…

Speaking of which, since Scott liked to keep talking, word got to the Avengers about the suit. It all eventually reached Stark in the end one way or another, the one man Pym tried his damnedest to keep the suit away from. It didn't take long for Stark to put two and two together and finally connect the dots, all leading to Hank Pym connected with the suit.

Soon enough, Pym started getting calls he didn't want to get, each one from Stark, each one offering a different proposal but ending the same way.

Stark wanted him to create a transdimensional device, one that could allow those to travel to different worlds by command. Since Thor, the God of Thunder that Pym's heard so much about, is busy in Asgard from now on, they cannot use the Tesseract to travel between the worlds. Either that, or just help in finding the suitable fragments needed to create some sort of gateway. Stark was very thorough with what he was referring to.

He promised him wealth, fame, and of course recognition for being the first person to construct a portal to a whole other alien world. Except Hank had all of those things…minus the latter, so he denied Stark's requests again and again with the same answer.

It was impossible. And he could still hear Stark's response to that very statement.

"_Wasn't shrinking a man to the size of an insect impossible?"_

Hank stared up at his ceiling, playing with his fingers, lost in thought. He thought towards the alien invasion in New York a few years back and how a portal hung above the city, bringing in creatures from another world. He thought to the events of Sokovia, to the fragments and supplies Stark needed, and finally to those words pestering him again and again. He kept thinking until the clock struck five in the afternoon, the sun dipping down behind the clouds.

Then he stopped thinking…and looked towards his phone. He kept hearing those same words over and over.

He picked it off the table and dialed a number, bringing the phone to his ear and listening to the ring. After about three rings of nothing, he finally heard a disgruntled "hello" on the other end, the voice heavy. Hank ignored it, instead remembering why he called in the first place.

"Scott, I need you to come on over for a few days. There's something I might want to work on, and it involves two things…"

Scott replied, _"Which would be…?"_

"You bringing over that suit because we might need to steal a few things…" Hank closed his eyes and stopped breathing. He couldn't believe he was saying it. "…and ponies."

"…_Makes sense. Can I bring Cassie?"_

"Scott, we're stealing stuff."

"_Right. Stupid question… But still…"_

"Scott."

"_Got it."_

"You're an idiot."

"_Yep."_

"What does my daughter see in you?"

"_No clue."_


	74. Epilogue 4-It's Almost Over,YouBigTurd

The "legendary" outlaw stirred in his chair, his foot tapping in rhythm to his "Awesome Mix". Volume 2, of course. Not much to say, but he could say it was practically love at first sight…or…listen. It was a good mixtape.

The screen in front of him flashed, went static a couple times, zoomed in, and analyzed with a few buttons pushed. The rest handled itself, the outlaw simply letting the flow of the music take him to far away worlds. He leaned back, the beat pushing him, the exhilarating feeling of his trademarked and personally owned music rocking him. Both heart and soul.

Nearly nothing could ruin such a perfect bond between man and music. They were intertwined in each other, one offering its magic and the other rolling with it, enjoying it for what it offered. He lay back with a goofy grin lost in his stubble, his eyes slowly closing and letting the flow take him.

It had been too long when he opened his eyes again, and even then he barely noticed the flashing lights.

Brow furrowing in concern, his hands reaching up to gently pry the headphones from his ears, the outlaw lifted his feet off the console and studied the star map. Displayed was a simple world, green and brown lands with dark blue oceans, similar to that of Terra, or…Earth. In fact, he almost mistook the world for Earth at first.

He also noticed the amount of raw alien activity on the planet, that of which he had never seen before. He'd been in space a _long_ time, probably got a little frisky with a few too many alien girls, and still he hadn't seen anything like it. Then again…the galaxy was a big place. Plenty of room to branch out. Explore.

The outlaw leaned forward, the screen illuminating off his eyes. "What's going on over here…?" he asked no one, tapping away at the console. He watched the planet come a little bit closer, offer a little bit more. Not much. Just a taste. And that was all the outlaw needed before he was smiling like an idiot.

He leaned back, the headphones resting around his neck. Out of all the worlds he'd seen, the planets that were left for dead, civilizations crumbled…he had a feeling this one wouldn't feel that much different. Just brighter and more pink. Nothing wrong with that.

"Talking alien horses, huh?"

Nothing at all. Wasn't the weirdest shit he's seen but—

"What was that?"

The outlaw flinched and spun around in his chair. Four familiar faces strode into the deck, some ducking beneath the strewn wires hanging from the ceiling. A few renovations, personal touches, really. Still, he smiled to see them. He asked, "You guys down for a little pit stop?"

Rocket stopped in his little tracks, staring at the outlaw for a while. The outlaw looked down to the individual he still called a "raccoon". Even if he didn't know what it was, it's what he was.

And Rocket Raccoon just shrugged, mumbling, "Eh, why the hell not?"

He crossed his arms and spun his furry head around, staring straight up expectantly. Gamora smiled at him, then turned to the outlaw and said, "I'll follow your lead."

"Why would anyone want to stop near a pit? Don't they know what type of foul creature might be stirring inside? It's asinine."

Everyone stopped what they were doing. Rocket's arms fell to his side, his entire body spinning around. Gamora looked back with him, a blank look on her face. As for the outlaw, he just sat there, turning his custom swivel chair to the red tattooed-alien. And as for Drax, he just stood in silence, his expression hard, eyes beyond the point of serious.

He nearly missed the little Groot hopping on his shoulder.

"I am Groot," little Groot said, his voice a high-pitched squeak. As everyone else observed the smaller Groot poking Drax in the side of the head, the outlaw arose from his chair, entering the flight deck and taking his seat in the pilot's chair. His other chair. He had a lot of chairs.

When he was preparing the coordinates, Rocket hopped up to the seat on his right, asking, "By the way, Quill…what the hell's a horse?"

Star-Lord just smiled.

"I'll tell you when you're older, Rocket. I'll tell you when you're older."

"You're an ass, ya know that?"

"I learned from the best."

"I am Groot."


	75. Epilogue 5-Excelsior

He heard a mystical sound emerge from his study, prompting his attention down the long, empty hallway. He slowed to a stop, spinning his head towards the door where the sound originated. Adjusting his large glasses, the old man gently strode down the hall towards the door.

Once he had arrived, the old man waited by the face of the door, staring into its brown color, all of the edges and swirls of the wood. Then he heard another sound, something similar to that of rustling paper. Or, in his case, rustling comic books.

So with that in mind, the old man turned the knob and entered his private study.

And within the dark room, the light and warmth of the fireplace giving the only indication that someone had been present before him, there hovered a mystical creature near the old man's shelf. Its body curled like a serpent, its mismatched limbs floating alongside it. Two different horns lied atop its head, a pair of similar wings on its backside. As its dragon's tail swished back and forth, the old man recognized something in the creature's grip.

Something that belonged to him.

So, he cleared his throat, making it painfully obvious that the creature wasn't alone anymore.

Its head shot up like a disturbed dog, its neck twisting around like that of an owl. The old man still wondered if the creature actually was part dog and owl. He wouldn't doubt it. Instead, once its misshapen eyes landed on him, the creature's grin grew twice as large, showing its fangs.

"Oh, hey Stan," it said.

Stan Lee just shook his head, closing the door behind him.

"Seriously, Discord?" Stan asked, watching as the draconequus twirled in mid-air. "There's a thing called knocking."

The creature, known as Discord, blew a quick raspberry. He waved his lion's paw in front of him, saying, "Oh, but where's the fun in that? I know no other being who knows the definition of fun more than you!"

It took a moment, but after staring at the innocent and playful grin on Discord's face, Stan couldn't help but share one with him. "You bet your bottom, I do!" Stan said, pointing at Discord.

Pleased to see the cheerfulness of the situation spread, Discord yawned, floating back over to the book shelf…or…comic book shelf. He stared at the comic in his grip, placing it back where it belonged. He said, "Well, I'm just dropping in to return a little comic of yours. Lord knows I've made better use of it than you did. You wouldn't _believe_ the adventure I was just in!"

Discord spun around, and all he saw was that gleaming smile on Stan's lips, followed by a strong and knowing: "Try me."

"Well, perhaps another time, maybe next Tuesday for our annual game of chess in Central Park?" Discord asked, floating over and nearly hovering a foot or two in front of the old but wise, old man. Stan nodded, slapping his hands together.

"You know it, buddy!"

With that confirmation, Discord's smile vanished alongside the rest of his form, an audible pop being the only sound resonating within the study. Once he knew he was alone, allowing the fireplace's crackles to be the only remaining sound, Stan approached his personal collection of comic books. His finger trailed across the rows upon rows of nearly endless works, finally resting on the one that was misaligned. He pulled it out carefully, reading the title displayed in the fireplace's light.

It was titled "Age of Ultron", and Stan Lee only smiled at that.

"Another story ends…" he muttered, placing the comic back in its place. With that same finger, he held it above each comic he skimmed over, finally finding the one he desired, slowly pulling it out into the fire's glow. Stan read the title in his mind, exhaling through his nose.

"…and another begins."

He gripped the edges of the comic book, retreating over to his big leather chair in front of the fireplace. Sighing with content, Stan adjusted his glasses and flipped to the first page. He scratched his chin, flipping to the next. His frown slowly grew as each page turned, as each picture emerged and each expression was seen.

It became intolerable, unexcused. So much that Stan stopped and closed the book, reaching over to the desk on his right and plucking his phone off the solid oak. Flipping it open, Stan dialed the number and listened for the rings. It rung three times, only three, until someone finally answered.

Stan didn't let him say "hello". He didn't give him any time to react. "JD, its Stan Lee."

Flustered, JD replied, _"M-Mr. Lee?! Oh, wow, um, i-it's an honor, sir. I'm surprised you kept my number at all after I violently handed it to you back at Comic-Con."_

"Save the fanboying for later, kid. I want you to get over here and bring your pencils, your paper, and that fancy laptop of yours. You know where I live, right?"

"_Got it memori—I-I mean, I'll figure it out._"

"Good…" He looked down to the Civil War comic in his palms, that same gleaming, knowing smile reflecting the burning fireplace. "We got a new story to tell…"


End file.
